Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on the Notes, ; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on on, the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.16 and 4.11 or 5.01 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries Guarantor for 30 consecutive 60 days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the outstanding Notes outstanding to comply with any of their the other covenants or agreements in the Supplemental Indenture or the security documents required by the Indenture, ; (v) (a) default under any other mortgage, indenture indenture, agreement or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by of the Company or any of its Restricted Subsidiaries Guarantor (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiariesGuarantor), whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (a) default is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior at its stated final maturity (after giving effect to the expiration of the any applicable grace period provided in such Indebtedness on the date of such default Indebtedness) (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, and the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million 100,000,000 or more; provided that this clause (v)(a) shall not apply to Indebtedness that becomes due solely as a result of the voluntary sale or transfer of property or assets to the extent such sale or transfer is permitted by the terms of such Indebtedness; or (b) the Company and any Guarantor shall, with respect to Limited Recourse Debt in an aggregate principal amount in excess of $300,000,000, default in the observance or performance of any agreement or condition relating to any such Limited Recourse Debt or contained in any instrument or agreement evidencing, securing or relating thereto, and such Limited Recourse Debt shall as a result thereof become due prior to its final stated maturity; (vi) failure by any of the Security Documents shall cease, for any reason, to be in full force and effect (other than in accordance with its terms) with respect to Collateral with a book value greater than $50,000,000, or the Company or any Guarantor shall so assert, or any Lien (affecting Collateral with a book value greater than $50,000,000) created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby (other than, in each case, pursuant to a failure of the Trustee, the Collateral Agent, any other agent appointed by the Trustee, the Collateral Agent or the Holders to take any action within the sole control of such Person) (it being understood that the release of Collateral from the Security Documents or the discharge of a Guarantor therefrom shall not be construed (x) as any of the Security Documents ceasing to be in full force and effect or (y) as any of the Liens created thereunder ceasing to be enforceable or of the same priority and effect purported to be created thereby); (vii) except as permitted by the Indenture or the Guarantee and Collateral Agreement, any Note Guarantee of a Significant Subsidiary ceases, for any reason, to be in full force and effect (other than in accordance with its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 millionterms), net of applicable insurance which has not been denied or any Significant Subsidiary that is a Guarantor denies or disaffirms in writing its obligations under its Note Guarantee; (viii) the Lien subordination provisions in favor of the Holders or any other provision of the Collateral Agency and Intercreditor Agreement shall cease for any reason to be valid (other than by its express terms) and, in the insurercase of any provision of the Collateral Agency and Intercreditor Agreement other than the Lien subordination provisions in favor of the Holders, which judgments the result thereof is that the interests of the Holders are materially and adversely affected, or the Company or any Guarantor shall assert in writing that the Lien subordination provisions in favor of the Holders or any such other provision of the Collateral Agency and Intercreditor Agreement shall not paid, discharged or stayed for a period of 60 days or any reason be valid (viiother than by its express terms); and (ix) certain events of bankruptcy or insolvency described in the Indenture with respect to the Company or any Guarantor that is a Significant Subsidiary or any group of its Guarantors that, taken together, would constitute a Significant SubsidiariesSubsidiary. In If any 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 all the 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 the Companyinsolvency, 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 by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest or premium, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required, upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and Section 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 2530% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, ; and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default (measured at the time of the Payment Default) or the maturity of which has been so accelerated, aggregates the greater of (1) $100.0 1,000 million or moreand (2) 0.675% of Total Assets, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments (measured when such judgment is rendered) which are non-appealable aggregating in excess of the greater of (1) $100.0 million1,000 million and (2) 0.675% of Total Assets, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant SubsidiariesSubsidiaries as set forth in the Supplemental Indenture. However, a Default under clause (iii), (iv), (v) or (vi) of the previous paragraph will not constitute an Event of Default until the Trustee or the Holders of at least 30% in principal amount of the outstanding Notes notify the Issuers of the Default and, with respect to clauses (iv) and (vi), the Issuers do not cure such Default within the time specified in clause (iv) or (vi) of this paragraph after receipt of such notice; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes 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 Issuers or the Holders of at least 2530% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Any Noteholder Direction provided by any one or more Directing Holders must be accompanied by a Position Representation, which representation, in the case of a Default Direction shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, make a Verification Covenant. In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the Beneficial Owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers determine in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provide to the Trustee evidence that the Issuers have initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers provide to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed until such time as the Issuers provide the Trustee with an Officers’ Certificate that the Verification Covenant has been satisfied; provided that the Issuers shall promptly deliver such Officers’ Certificate to the Trustee upon becoming aware that the Verification Covenant has been satisfied. Any breach of the Position Representation (as evidenced by the delivery to the Trustee of the Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant) shall result in such Holder’s participation in such Noteholder Direction being disregarded; and if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar direction shall not require compliance with the foregoing paragraphs. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. Any time period in the Base Indenture or the Supplemental Indenture to cure any actual or alleged Default or Event of Default with respect to the Notes may be extended or stayed by a court of competent jurisdiction to the extent such actual or alleged Default or Event of Default is the subject of litigation. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Under the Indenture, Events of Default include (a) a Default in any payment of interest on any Note when the following is an Event same becomes due and payable occurs, and such default continues for a period of Default: 30 days; (ib) default for 30 consecutive days a Default in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on any Note when the Notessame becomes due and payable at its Stated Maturity occurs, upon optional redemption or otherwise; (iiic) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding guarantor fails to comply with any of their other covenants or its agreements in the Supplemental IndentureNotes, the Indenture or any guarantee of the Notes, as applicable (vother than those referred to in (a) or (b) above) and such failure continues for 60 days after the notice specified below; (d) a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company in an individual principal amount outstanding of at least $50,000,000 or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by the Company in an individual principal amount outstanding of at least $50,000,000, whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay $50,000,000 or more of the principal of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto or which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such payment being made in full or such acceleration having been rescinded or annulled, within a period of its Restricted Subsidiaries 30 days after the notice specified below; (e) any guarantee with respect to the Notes ceases for any reason to be, or the payment of which is guaranteed asserted by the Company or the guarantor not to be, in full force and effect and enforceable in accordance with its terms except to the extent contemplated by this Indenture and any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: Notes; and (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (viif) certain events of bankruptcy or insolvency with respect to involving the Company or any of its Significant Subsidiariesguarantor. In the case of A Default with respect to Notes under clause (c) and (d) above is not an Event of Default arising from certain events of bankruptcy or insolvency with respect until the Trustee (by written notice to the Company, all ) or the Holders of at least 25% in aggregate principal amount of the outstanding Notes will become due (by written notice to the Company and payable without further action the Trustee) gives notice of the Default and the Company does not cure such Default within the time specified in said clause (c) or (d), as applicable, after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.” If any other an Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable immediately. Holders Certain events of bankruptcy or insolvency involving the Company are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Noteholders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity and/or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest) if it in good faith determines that withholding notice is in not opposed to their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of Default with respect to the following is an Event of DefaultNotes include: (i) default for 30 consecutive 60 days in the payment when due of interest on the Notes, ; (ii) default in payment when due of the principal of or premium, if any, on the NotesNotes at maturity, upon redemption or otherwise, (iii) failure by the Company an Issuer or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries Subsidiary Guarantor for 30 consecutive 90 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their the other covenants or agreements in the Indenture (provided that notice need not be given, and an Event of Default shall occur, 90 days after any breach of the provisions of Section 6.01 of the Supplemental Indenture, ); (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Debt of an Issuer or any of its Restricted the Partnership’s Subsidiaries (or the payment of which is guaranteed by the Company Partnership or any of its Restricted Subsidiaries), whether such Indebtedness Debt or guarantee now exists or is created after the date of the Supplemental IndentureIssue Date, if that default: default (a) is caused by a failure to pay at final stated maturity the principal amount of or premium, if any, or interest on such Indebtedness Debt prior to the expiration of the grace period provided in such Indebtedness on the date of such default Debt (a “Payment Default”); ) or (b) results in the acceleration of the maturity of such Indebtedness Debt to a date prior to its express original stated maturity, and, in each casecase described in clause (a) or (b), the principal amount of any such IndebtednessDebt, together with the principal amount of any other such Indebtedness Debt under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 25.0 million or more, subject to the proviso set forth in Section 7.01(a)(iv) of the Supplemental Indenture; (v) except as permitted by the Indenture, any Guarantee shall cease for any reason to be in full force and effect (except as otherwise provided in the Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under the Indenture or its Guarantee and (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency with respect to the Company an Issuer or any of its Significant Subsidiariesthe Subsidiary Guarantors. In If any 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 all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Companyinvolving an Issuer, but not any Subsidiary Guarantor, all outstanding Outstanding Notes will shall 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to power. If and so long as the Notes. The board of directors, an executive committee of the board of directors or trust committee of Responsible Officers of the Trustee in good faith so determines, the Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, or interest) if it determines that withholding notice is in their interestinterests. The Holders of 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or premium, if any, on the NotesNotes or any other Default specified in Section 6.06 of the Original Indenture. The Issuers and the Subsidiary Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Issuers are required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest or Additional Interest, if any, on the Notes, ; (ii) default in payment when due of the principal of or premium, if any, on the NotesNotes when due at Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and Section 3.09, 4.10, 4.15 or 5.01 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 90 days after written notice thereof has been given to comply with Section 4.03 of the Indenture; (v) failure by the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding for 60 days after notice to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (vvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental IndentureInitial Issuance Date, if that default: such default (a) is caused by a failure to pay at final stated maturity the principal amount of of, or premium or interest, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity, Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $100.0 15.0 million provided that if any such default is cured or morewaived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 30 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vivii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 15.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days days; (viii) except as permitted by the Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee; and (viiix) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of its Restricted Subsidiaries of the Company that, taken together, would constitute a Significant SubsidiariesSubsidiary of the Company as specified in Section 6.01(i) or 6.01(j) of the Indenture. In If any Event of Default occurs and is continuing, the Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding the preceding, in the case of an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization described in Section 6.01(i) or 6.01(j) of the CompanyIndenture, all outstanding Notes 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notesconferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, interest, premium or interestAdditional 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal ofof or premium, interest or Additional Interest, if any, on the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and Indenture, and, so long as any Notes are outstanding, the Base Indenture. Upon Issuers are required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency in-solvency with respect to the Company, all outstanding Notes will become due and payable without with-out further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include in summary form: (i) default for 30 consecutive days in the payment when due of interest on on, including Additional Interest, if any, with respect to, the Notes, ; (ii) default in payment when due of the principal of or premium, if any, on the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply (for 30 days in the case of a failure to comply that is capable of cure) with Sections 4.16 and 4.06, 4.07 or 5.01 of the Supplemental Indenture, ; (iv) failure by the Company or to comply with any of its Restricted Subsidiaries other agreements in the Indenture for 30 consecutive 60 days after written notice thereof has been given to the Company Issuers by the Trustee or to the Company Issuers and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, then outstanding; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by an Issuer or any Restricted Subsidiary of the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company an Issuer or any Restricted Subsidiary of its Restricted Subsidiariesthe Company), whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 10.0 million or more, ; (vi) the failure by an Issuer or any Restricted Subsidiary of the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable by courts of competent jurisdiction aggregating in excess of $100.0 10.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or days; (vii) except as permitted by the Indenture, any Guarantee of a Subsidiary Guarantor 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 Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Guarantee; and (ix) certain events of bankruptcy or insolvency with respect to an Issuer, the General Partner or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken as a whole, would constitute a Significant SubsidiariesSubsidiary. In If any Event of Default occurs and is continuing, the Trustee may or at the request of the Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency insolvency, with respect to an Issuer or the CompanyGeneral Partner, all outstanding Notes 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest (including Additional Interest, if any) on, or the principal ofor premium, if any, of the Notes. The Issuers and the Subsidiary Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Issuers are required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each (a) Under the Indenture, Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on on, or Additional Interest, if any, with respect to, the Notes, ; (ii) default in payment when due of the principal of principal, or premium, if any, on the Notesof any Note when due at maturity, upon optional redemption, upon required purchase, upon acceleration or otherwise; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 its obligations under Section 5.10, 5.14, or 5.15 or Article 6 of the Supplemental Indenture, ; (iv) failure by to perform any other covenant or agreement of the Company or any of its Restricted Subsidiaries under the Indenture Documents for 30 consecutive days after the earlier to occur of (x) written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders holders of at least 25% of the in aggregate principal amount of the Notes then outstanding to comply with voting as a single class and (y) the date on which any of their other covenants the Chairman of the Board, the President, the Chief Financial Officer or agreements in the Supplemental Indenture, Treasurer became aware of such failure; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: which default (aA) is caused by a failure to pay at final stated maturity the principal amount of or premium, if any, or interest on such Indebtedness on or prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (bB) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $100.0 10.0 million (or more, its foreign currency equivalent); (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable 10.0 million (or its foreign currency equivalent) (not covered by independent third-party insurance as to which liability has not been denied in writing by the insurersuch insurance carrier), which judgments are not paid, discharged or stayed for a period of 60 days following such judgment becoming final, and in the event such judgment is covered by insurance, any enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; (vii) (A) any security interest created by any Collateral Document ceases to be in full force and effect (except as permitted by the terms of the Indenture or the Collateral Documents) or (viiB) the breach or repudiation by the Company or any of its Restricted Subsidiaries of any of their obligations under any Collateral Document; provided that, in the case of clauses (A) and (B), such cessation, breach or repudiation, individually or in the aggregate, results in Collateral having a Fair Market Value in excess of $5.0 million not being subject to a valid, perfected security interest; (viii) except as expressly permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee in writing; and (ix) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary or any group of its Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiaries. In the case Subsidiary. (b) If any Event of Default (other than an Event of Default arising from certain events specified in subsection (i) or (j) of bankruptcy or insolvency Section 7.01 of the Indenture with respect to the CompanyCompany or any Significant Subsidiary or any group of Restricted Subsidiaries that, all outstanding Notes will become due and payable without further action or notice. If any other Event of Default taken as a whole, would constitute a Significant Subsidiary) occurs and is continuingcontinuing and has not been waived by the Holders, the Trustee by notice to the Issuers or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in subsection (i) or (j) of Section 7.01 of the Indenture occurs with respect to the Company or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of at least 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 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 nonpayment of principal, premium, if any, interest or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived and all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of the Trustee and its agents and counsel have been paid or deposited with the Trustee or provision therefor reasonably satisfactory to the Trustee has been made. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental 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 its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, or interestinterest or Additional Interest, if any) if it determines that withholding notice is in their interest. . (c) 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of principal, premium, if any, interest onor Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration). (d) In the event of any Event of Default specified in clause (a)(v) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the principal ofHolders, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that: (i) Indebtedness or guarantee that is the basis for such Event of Default has been discharged; (ii) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; (iii) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; and (iv) all existing Events of Default, except nonpayment of principal, premium or interest or Additional Interest on the Notes that became due solely because of the acceleration of the Notes. , have been cured or waived. (e) The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon Issuers are required, upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on interest, if any, with respect to the Notes, ; (ii) default in payment when due of the principal of of, or premium, if any, on the NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company Wynn Capital, Xxxx Las Vegas or any of its Restricted Subsidiaries Guarantors to comply with Sections 4.16 and 4.11 or 5.01 of the Supplemental Indenture, ; (iv) failure by the Company Wynn Capital, Xxxx Las Vegas or any of its Restricted Subsidiaries Guarantor for 30 consecutive 60 days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of their the other covenants or agreements in the Supplemental IndentureIndenture or the Notes, not set forth in clause (iii) above; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Xxxx Las Vegas or any of its Restricted Subsidiaries Guarantor (or the payment of which is guaranteed by the Company Xxxx Las Vegas or any of its Restricted Subsidiaries), the Guarantors) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 25.0 million or more, if such acceleration is not annulled within 30 days after written notice as provided in the Indenture; (vi) failure by the Company Wynn Capital, Xxxx Las Vegas or any of its Restricted Subsidiaries the Guarantors to pay final judgments which are non-appealable judgments (not paid or covered by insurance as to which the relevant insurance company has not denied responsibility) aggregating in excess of $100.0 25.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, bonded, discharged or stayed for a period of 60 days days; (vii) the Pledge Agreement shall cease, for any reason (other than pursuant to its terms or the terms of the Indenture), to be in full force and effect or Wynn Capital, Xxxx Las Vegas or any Affiliate of any such Person or any Person acting on behalf of any such Person, shall so assert, or any security interest created, or purported to be created, by Pledge Agreement shall cease to be enforceable and of the same effect and priority purported to be created by the Pledge Agreement; or (vii) certain events of bankruptcy or insolvency described in the Indenture with respect to the Company (a) either Issuer or (b) any of its Significant SubsidiariesGuarantor. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company(a) either Issuer or (b) any Guarantor, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable immediately. Holders of the Notes may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture, the Intercreditor Agreement and the Pledge Agreement. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest) 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, waive any existing Default or Event of Default and its consequences under the Supplemental Indenture Indenture, except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Under the Indenture, Events of the following is an Event of DefaultDefault include in summary form: (i) default for 30 consecutive days in the payment of interest or Special Interest, if any, when due of interest on the Notes, ; (ii) default in payment when due of the principal of or premium, if any, on the Notes at Stated Maturity, upon required repurchase, upon optional redemption pursuant to paragraphs 5 and 6 of the Notes, upon declaration or otherwise; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.16 and 5.01 3.7, 3.9 or 4.1 of the Supplemental Indenture, ; (iv) the failure by the Company or any of its Restricted Subsidiaries to comply for 30 consecutive 60 days after written notice thereof has been given to with its other agreements contained in the Company by the Trustee Indenture or to the Company and the Trustee by the Holders of at least 25% of the principal amount of under the Notes outstanding (other than those referred to comply with any of their other covenants in (i), (ii) or agreements in the Supplemental Indenture, (iii) above); (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental IndentureIssue Date, if that default: default (a) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or Special Interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 20.0 million or more, ; (vi) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (vii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable entered by a court or courts of competent jurisdiction aggregating in excess of $100.0 20.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged discharged, stayed or stayed fully bonded for a period of 60 days or (viiviii) certain events of bankruptcy any Note Guarantee shall be held in a judicial proceeding to be not enforceable or insolvency with respect valid or shall cease to be in full force and effect or any Guarantor or other Person acting on its behalf shall deny or disaffirm its obligations under its Note Guarantee (except pursuant to the Company release or termination of any of its Significant Subsidiaries. In such Note Guarantee in accordance with the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or noticeIndenture). If any other an Event of Default occurs and is continuingcontinuing (other than an Event of Default described in clause (vi) above), the Trustee by notice to the Issuers or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal principal, interest or interest) premium, 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest onany, or the principal ofSpecial Interest, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoif any.

Defaults and Remedies. Each of Under the following is Indenture, an “Event of Default: ” with respect to Securities shall occur if: (ia) default for 30 consecutive days the Company defaults in the payment when due of any principal of any Security at Maturity (including, following a Fundamental Change), including any Additional Tax Amounts (if any) thereon; (b) the Company defaults in the payment of any interest on any Security, including any Additional Tax Amounts (if any) thereon, when it becomes due and payable, and continuance of such default for a period of 30 days (unless the Notes, (ii) default in entire amount of such payment when due is deposited by the Company with the Trustee or with a Paying Agent that is not an affiliate of the principal Company prior to the expiration of or premiumsuch period of 30 days); (c) the Company fails to pay the cash and deliver the shares of Common Stock, if any, on representing the NotesConversion Obligation (including any Additional Shares and any Additional Tax Amounts (if any) thereon) upon conversion of any Security within the time period required by the provisions of this Indenture; (d) the Company fails to perform or comply with any of its other covenants or agreements contained in the Securities or in the Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (a), (iiib) failure or (c) of this definition) and the default continues for 60 days after notice is given as specified below; (e) any indebtedness under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company Subsidiary or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by, or any other payment obligation of, the Company or any Subsidiary with a principal amount then, individually or in the aggregate, outstanding in excess of $30,000,000, whether such indebtedness now exists or shall hereafter be created, is not paid at final Maturity or when otherwise due or is accelerated, and such indebtedness is not discharged, or such default in payment or acceleration is not cured or rescinded, within a period of 30 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Securities of that Series a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such default to be cured or waived or such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder; provided that a payment obligation (other than indebtedness under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company or any Subsidiary or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company or any Subsidiary) shall not be deemed to have matured, come due, or been accelerated to the extent that it is being disputed by the relevant obligor or obligors in good faith; (f) the Company or any Subsidiary fails to pay one or more final and non-appealable judgments entered by a court or courts of its Restricted Subsidiaries competent jurisdiction, the aggregate uninsured or unbonded portion of which is in excess of $50,000,000, if the judgments are not paid, discharged, waived or stayed within 30 days; (or g) the Company defaults in the payment of which the purchase price of any Security when the same becomes due and payable, including any Additional Tax Amounts (if any) thereon; (h) the Company fails to provide a Fundamental Change Purchase Notice when required by Section 4.01 of the Supplemental Indenture; (i) the Company or any Subsidiary of the Company, pursuant to or within the meaning of any Bankruptcy Law: (1) commences a voluntary case or proceeding; (2) consents to the entry of an order for relief against it in an involuntary case or proceeding; (3) consents to the appointment of a Custodian of it or for all or substantially all of its property; or (4) makes a general assignment for the benefit of its creditors; or (5) or generally is guaranteed by unable to pay its debts as the same become due; or (j) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Company or any of its Restricted Subsidiaries), whether such Indebtedness Subsidiaries in an involuntary case or guarantee now exists or is created after the date proceeding; (ii) appoints a Custodian of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess for all or substantially all of $100.0 million, net the property of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged Company or stayed for a period of 60 days any such Subsidiary; or (viiiii) certain events orders the liquidation of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In ; and the case of each of clause (i), (ii) and (iii), the order or decree remains unstayed and in effect for 60 consecutive days. A default under clause (d) above is not an Event of Default arising from certain events of bankruptcy or insolvency with respect to until the Trustee notifies the Company, all outstanding Notes 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 Issuers or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes notify the Company and the Trustee, in writing of the default, and the Company does not cure the default within 60 days after receipt of such notice. If an Event of Default (other than an Event of Default specified in clause (i) or (j) above) occurs and is continuing with respect to any Securities, then in every such case, the Trustee may, by notice to the Issuers Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee may Trustee, declare all unpaid principal of, and accrued and unpaid interest on to the Notes date of acceleration, the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in clause (i) or (j) above occurs, all unpaid principal of the Securities then outstanding, and all accrued and unpaid interest thereon to the date of acceleration, shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Supplemental Indenture or the Notes Securities except as provided in the Supplemental Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders notice of any continuing Default or Event of Default default (except a Default or Event of Default relating to the default in payment of principal or any interest) if it determines that withholding notice is in their interestinterests. The Holders Company is required to file periodic reports with the Trustee as to the absence of default. Under the terms of the Indenture, at the election of the Company in its sole discretion, the sole remedy for an Event of Default relating to the failure to comply with Section 4.02 of the Base Indenture, and for any failure to comply with the requirements of Section 314(a)(1) of the TIA, will consist, for the 180 days after the occurrence of such an Event of Default, exclusively of the right to receive additional interest on the Securities at a majority in rate equal to 0.50% per annum of the aggregate principal amount of the Notes Securities then outstanding by notice to up to, but not including, the Trustee may 181st day thereafter (or, if applicable, the earlier date on behalf of which the Holders of all of the Notes waive any existing Default or Event of Default relating to Section 4.02 of the Base Indenture or Section 314(a)(1) of the TIA is cured or waived). Any such additional interest will be paid and its consequences under the Supplemental Indenture except a continuing Default or Event of Default calculated in the payment of interest on, or manner set forth in the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company Issuers by the Trustee or to the Company Issuers and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 100 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, 100 million (net of applicable insurance which has not been denied in writing by the insurer), which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Under the Indenture, Events of the following is an Event of Default: Default include, but are not limited to, (i) default in any payment of interest, including any Contingent Interest on any Security when the same becomes due and payable, and such default continues for a period of 30 consecutive days in the payment when due of interest on the Notes, days; (ii) default in payment when due of principal on the Securities at Stated Maturity, upon required repurchase pursuant to paragraph 7 or upon optional redemption pursuant to paragraph 6 of the principal Securities, upon declaration or otherwise; (iii) the failure by the Company to comply with its obligations to convert the Securities into cash or a combination of cash and Common Stock, as applicable, upon the exercise of a holder’s conversion right and such failure continues for a period of ten calendar days; (iv) the failure by the Company to comply with its obligations under Article IV of the Indenture; (v) the failure by the Company to comply for 60 days after written notice with its other agreements contained in the Indenture or premiumunder the Securities (other than those referred to in (i), if any, on the Notes(ii), (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, above); (vvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be outstanding, or by which there may be secured or evidenced any Indebtedness Debt for money borrowed by the Company or any of its Restricted Subsidiaries (or other than Non-Recourse Debt to the payment of which is guaranteed by the Company or any of its Restricted SubsidiariesCompany), whether such Indebtedness or guarantee Debt now exists exists, or is created after the date of the Supplemental Indenture, if that default: which default (a) is caused by a failure to pay at final stated maturity the principal amount of of, or interest (including any Contingent Interest), if any, or on such Indebtedness Debt prior to the expiration of the grace period provided in such Indebtedness on the date of such default Debt (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness Debt prior to its express maturity, maturity (the “cross acceleration provision”) and, in each case, the principal amount of any such IndebtednessDebt, together with the principal amount of any other such Indebtedness Debt under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 50.0 million or more, more or its foreign currency equivalent at the time and such acceleration shall not have been rescinded or annulled within 10 days after written notice of such acceleration has been received by the Company or such Subsidiary; (vivii) failure by the Company or any to issue a Company Notice of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating a Fundamental Change in excess accordance with the terms of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or Indenture; (viiviii) certain events of bankruptcy, insolvency or reorganization of the Company (the “bankruptcy provisions”); or insolvency with respect to (ix) entry in a court of competent jurisdiction of a final judgment for the payment of $50.0 million or more rendered against the Company or any of its Significant SubsidiariesSubsidiary, which judgment is not covered by insurance (other than with respect to customary deductibles) or not discharged, bonded or stayed within 90 days after (A) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (B) the date on which all rights to appeal have been extinguished (the “judgment default provision”). In the case of However, a default under clause (v) will not constitute an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or notice. If any other Event of Default occurs and is continuing, until the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes Securities notify the Company of the default and the Company does not cure such default within the time specified in clause (v) hereof after receipt of such notice. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities by notice to the Issuers and the Trustee may declare all the Notes Company to be due and payablepayable immediately. Holders A violation of any convent or agreement in the Indenture that expressly provides that a violation of such covenant or agreement shall not constitute an Event of Default may be enforced only by the Trustee or such other Person specified in such covenant or agreement by instituting a legal proceeding against the Company for enforcement of such covenant or agreement. Securityholders may not enforce the Supplemental Indenture or the Notes Securities except as provided in the Supplemental Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest) interest (including any Contingent Interest), if any, if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default the Company defaults for 30 consecutive days in the payment when due of interest on the Notes, ; (ii) default the Company defaults in payment when due of the principal of or Accreted Value of, or premium, if any, on the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and its obligations to make any Change of Control Payment pursuant to Section 4.15 or to comply with the provisions of Section 5.01 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the outstanding Notes to comply with the provisions of any of Section 4.07, 4.09 or 4.10 of the Indenture; (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of at least 25% in aggregate principal amount of the outstanding Notes to comply with any of their the other covenants or agreements in the Supplemental Indenture, Indenture or the Security Documents; (vvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by of the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental IndentureIssue Date, if that default: default (aA) is caused by a failure to pay principal of or liquidation preference of such Indebtedness at the final stated maturity the principal amount of such Indebtedness prior thereof (giving effect to the expiration of the any applicable grace period provided in such Indebtedness on the date of such default periods and any extensions thereof), (a “Payment Default”); or (bB) results in the acceleration of such Indebtedness prior to its express maturity, and, or (C) results in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more, (vi) failure by requirement that the Company or any of its Restricted Subsidiaries collateralize any letter of credit thereunder and the Company or such Restricted Subsidiary fails to pay provide the required collateral on the terms and within the times set forth therein (giving effect to any applicable grace periods and any extensions thereof), and, in each case, if the principal amount of any such Indebtedness aggregates $20.0 million or more; (vii) any final judgment or judgments which are non-appealable aggregating for the payment of money in an aggregate amount in excess of $100.0 million10.0 million (or its foreign currency equivalent at the time) in excess of amounts which the Company's insurance carriers have agreed to pay under applicable policies shall have been rendered against the Company or any Restricted Subsidiary of the Company that is a Significant Subsidiary and shall not have been waived, net of applicable insurance which has not been denied in writing by the insurersatisfied, which judgments are not paid, bonded or discharged or stayed for a any period of 60 consecutive days or during which a stay of enforcement is not in effect; (viiviii) certain events of bankruptcy or insolvency described in the Indenture with respect to the Company or any of its Significant Subsidiaries; and (ix) (a) any Subsidiary Guarantee or any Security Document or any security interest granted thereby is held in any judicial proceeding to be unenforceable or invalid, or ceases for any reason to be in full force and effect and such default continues for ten days after written notice, or (b) the Company or any Guarantor, or any Person acting on behalf of the Company or any Guarantor, denies or disaffirms its obligations under any Subsidiary Guarantee or Security Document. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount at Stated maturity of the then outstanding Notes may declare all the 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 CompanyCompany or a Significant Subsidiary, all outstanding Notes will shall become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice The amount payable with respect to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to upon any acceleration shall be the Issuers and the Trustee may declare all Accreted Value of the Notes to be due and payableas of the date of such acceleration. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount at Stated Maturity of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. 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 interestpower. The Holders of a majority in aggregate principal amount at Stated Maturity 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of principal or Accreted Value of or premium or interest on, or on the Notes (except a rescission of acceleration of the Notes by the Holders of a majority in aggregate principal of, amount at Stated Maturity of the then outstanding Notes). The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon becoming Company is required, within five Business Days after the date on which any Officer of the Company becomes aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest interest, including Additional Interest, if any, on the Notes, ; (ii) default in payment when due of the principal of or premium, if any, on the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and any of the then applicable provisions of Section 3.09, 4.10, 4.15 or 5.01 of the Supplemental Indenture, ; (iv) failure by the Company for 60 days (or 120 days in the case of any covenant or other agreement in Section 4.03 of its Restricted Subsidiaries for 30 consecutive days the Indenture) after it receives written notice thereof has been given to observe or perform any other then applicable covenant or other agreement in the Indenture or the Notes, subject to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% proviso set forth in Section 6.01(d) of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, ; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental IndentureIssue Date, if that default: which default (a) is caused by a failure to pay at final stated maturity the principal amount of or premium or interest on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default Indebtedness, including any extension thereof (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates at least $100.0 million 25,000,000, and provided, further, that if such default is cured or morewaived or any such acceleration rescinded, or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as said rescission does not conflict with any judgment or decree; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer25,000,000, which judgments are not paid, discharged or stayed for a period of 60 days or days; (vii) failure by any Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or the repudiation by any Guarantor of its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee for any reason other than as provided in the Indenture; and (viii) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary. If any Event of its Significant SubsidiariesDefault occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may, by written notice, declare all the Notes to be due and payable. In Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. 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 a payment obligation on the payment of principal or interestNotes) 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or premium, if any, or interest on, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each of the following is an An "Event of Default" occurs if: (i) default for 30 consecutive days the Company defaults in the payment when due of interest on on, or Liquidated Damages, if any, with respect to, the Notes, Notes and such default continues for a period of 30 days; (ii) default the Company defaults in the payment when due of the principal of or premium, if any, on the Notes, ; (iii) failure by the Company fails to comply with any of the provisions of Sections 4.10, 4.15, or 5.01 of the Indenture; (iv) the Company or any of its Restricted Subsidiaries fails to comply with the provisions of Sections 4.16 4.07 and 5.01 4.09 for 30 days after notice of the Supplemental Indenture, such failure has been given; (ivv) failure by the Company fails to observe or perform any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, Indenture or the Notes for 60 days after notice of such failure has been given; (vvi) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (a) which default is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"); or (b) , results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million 20,000,000 or more, ; (vivii) failure by the Company or any of its Restricted Subsidiaries fails to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer20,000,000, which judgments are not paid, discharged or stayed for a period of 60 days days; (viii) any Subsidiary Guarantee is 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 behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee, except as permitted by this Indenture; and (viiix) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any Restricted Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. 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. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to April 15, 2003 by reason of any willful 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 prior to April 15, 2003, then the premium specified in the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Under the Indenture, Events of the following is an Event of DefaultDefault include: (i1) default for 30 consecutive days defaults in the payment when due of interest on or any Additional Amounts on or with respect to the Notes, Notes when the same becomes due and payable and the default continues for a period of 30 days; (ii2) default defaults in the payment when due of the principal Principal of the Notes when the same becomes due and payable at maturity, upon redemption or premium, if any, on the Notes, otherwise; (iii3) failure by the Company OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.16 and 5.01 4.10 or 4.11 or Article 5 of the Supplemental Indenture, ; (iv4) failure by the Company OI Group or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their the other covenants or agreements in the Supplemental Indenture, the Notes and the Guarantees of the Notes (vwith respect to any Guarantor); (5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company OI Group or any of its Restricted Subsidiaries Subsidiary (or the payment of which is guaranteed by the Company OI Group or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental IndentureIssue Date, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in each any individual case, the principal amount of any such IndebtednessIndebtedness is equal to or in excess of $75.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 150.0 million or more, ; (vi6) failure by any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the Company aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has and such judgment shall not have been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days days; (7) except as permitted by the Indenture, any Guarantee of the Notes 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 behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (viie) certain events admits in writing its inability generally to pay its debts as the same become due; and (9) a court of bankruptcy competent jurisdiction enters an order or insolvency decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the Company order or any of its Significant Subsidiariesdecree remains unstayed and in effect for 60 days. In the case of If an Event of Default arising from certain events other than an Event or Default specified in clauses (8) and (9) of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or notice. If any other Event of Default preceding paragraph occurs and is continuing, the Trustee by notice to the Issuers Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers Company and the Trustee Trustee, as provided in the Indenture, may declare all the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payablepayable immediately. Holders may not enforce Upon such declaration the Supplemental Indenture Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes except as provided in has been made, the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct may, under certain circumstances, rescind such acceleration and its consequences if the Trustee in its exercise rescission would not conflict with any judgment or decree and if all existing Events of any trust or power Default with respect to matters relating the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the Notes. The duty of the Trustee may withhold from Holders notice of any continuing Default or during an Event of Default (except a Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or Event powers under the Indenture at the request of Default relating any Holder of this Note, unless such Holder shall have offered to the payment Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of principal or interest) if it determines that withholding notice is in their interest. The the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes then outstanding by notice have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee may or exercising any trust power conferred on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest onit, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoto this Note.

Defaults and Remedies. Each of the following is an An Event of DefaultDefault with respect to the Notes includes: (i) the default for 30 consecutive days in the payment when due of interest on the Notes, Notes (ii) whether or not prohibited by the subordination provisions of the Indenture); the default in payment when due of the principal of or premium, if any, on the Notes, Notes (iii) whether or not prohibited by the subordination provisions of the Indenture); the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries Guarantor for 30 consecutive 60 days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders of at least not less than 25% of the aggregate principal amount of the Notes (including Additional Notes, if any) outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, (v) Notes or the Subsidiary Guarantees; the default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists or is created after on the date of the Supplemental IndentureIndenture or is created thereafter, if that defaultif: (ai) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, maturity or shall constitute a default in each case, the payment of such Indebtedness at final maturity of such Indebtedness and (ii) the principal amount of any such IndebtednessIndebtedness that has been accelerated or not paid at maturity, together with when added to the aggregate principal amount of any all other such Indebtedness under which there that has been a Payment Default accelerated or not paid at maturity, exceeds $10.0 million; the maturity of which has been so accelerated, aggregates $100.0 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 10.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paidremain unpaid, discharged undischarged or stayed unstayed for a period of 60 days or (vii) days; certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary; or except as permitted by the Indenture or the Subsidiary Guarantees, any Subsidiary Guarantee issued by a Restricted Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any Restricted Subsidiary or any Person acting on behalf of any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Subsidiary Guarantee. (1) the day which is five business days after written notice of acceleration is received by the Company and the Credit Agent or (2) the date of acceleration of the Indebtedness under the Credit Agreement. In Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the CompanyCompany or any Restricted Subsidiary that is a Significant Subsidiary, the principal of, and premium, if any, and any accrued and unpaid interest on all outstanding Notes will become due and payable without further action or notice. If any other In the event of a declaration of acceleration of the Notes because an Event of Default occurs has occurred and is continuingcontinuing as a result of the acceleration of any Indebtedness described in Section 6.1(5) of the Indenture, the Trustee by notice to the Issuers or the Holders declaration of at least 25% in principal amount acceleration of the then outstanding Notes by notice to shall be automatically annulled if the Issuers holders of any Indebtedness described in such section have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days from the date of such declaration and if: (1) the Trustee may declare all annulment of the acceleration of the Notes to be due would not conflict with any judgment or decree of a competent jurisdiction and payable. Holders may not enforce the Supplemental Indenture (2) all existing Events of Default, except non-payment of principal or interest on the Notes except as provided in that became due solely because of the Supplemental Indentureacceleration of the Notes, have been cured or waived. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required, upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are Company is taking or propose proposes to take with respect thereto.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on on, or Liquidated Damages with respect to, the Senior Notes, ; (ii) default in payment when due of the principal of or premium, if any, on the Senior Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries Anvil to comply with Sections 4.16 and 5.01 Section 4.7, 4.8, 4.9, 4.10, 4.11 or 5.1 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries Anvil for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Senior Notes; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Anvil or any of its Restricted Subsidiaries or Holdings (or the payment of which is guaranteed by the Company Anvil or any of its Restricted Subsidiaries), Subsidiaries or Holdings) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: which default (a) is caused by a failure to pay at final stated maturity the principal amount of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 5.0 million or more, ; (vi) failure by the Company Anvil or any of its Restricted Subsidiaries or Holdings to pay final judgments which are non-appealable aggregating in excess of $100.0 3.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or days; (vii) except as permitted by the Indenture, any Subsidiary Guarantee will be held in any judicial proceeding to be unenforceable or invalid or will cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, will deny or disaffirm its obligations under the Subsidiary Guarantee; (viii) the Guarantee will be held in any judicial proceeding to be unenforceable or invalid or will cease for any reason to be in full force and effect or Holdings, or any Person acting on behalf of Holdings, will deny or disaffirm its obligations under the Guarantee and (ix) certain events of bankruptcy or insolvency with respect to the Company Holdings, Anvil or any of its Significant SubsidiariesSubsidiaries or group of Restricted Subsidiaries that, together, would constitute a Significant Subsidiary. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Notes may declare all the Senior 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 the CompanyHoldings, Anvil, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Senior Notes 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Senior Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Senior Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Senior Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Senior 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 Senior Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Senior Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium and Liquidated Damages, if any, on the Senior Notes. The Issuers are Anvil is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Anvil is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to, the Notes, ; (ii) default in payment when due of the principal of of, or premium, if any, on on, the Notes, ; (iii) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or by the Holders of its Restricted Subsidiaries at least 25% in principal amount of Notes then outstanding to comply with the provisions described in Sections 4.16 and 5.01 4.07, 4.09, 4.10 or 4.13 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in principal amount of the Notes then outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: which default (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior after giving effect to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity, stated maturity and, in each case, the principal 104 amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 10.0 million or more, ; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, 10.0 million (net of applicable any amounts with respect to which a reputable and creditworthy insurance which company has not been denied acknowledged liability in writing by the insurerwriting), which judgments are not paid, discharged or stayed for a period of 60 days or days; (vii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant SubsidiariesSubsidiaries If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. In Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the CompanyCompany or any Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. If Upon any other Event acceleration of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount maturity of the then outstanding Notes by notice to the Issuers Notes, all principal of and the Trustee may declare all accrued interest and Liquidated Damages, if any, on the Notes to shall be due and payablepayable immediately. Holders of Notes may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. 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 In the event of a majority in aggregate principal amount declaration of acceleration of the Notes then outstanding by notice to the Trustee may on behalf because an Event of Default has occurred and is continuing as a result of the Holders acceleration of all any Indebtedness described in clause (v) of the preceding paragraph, the declaration of acceleration of the Notes waive any existing Default or Event of Default and its consequences under shall be automatically annulled if the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware holders of any Default Indebtedness described in clause (v) of the preceding paragraph have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (a) the annulment of the acceleration of Notes would not conflict with any judgment or Event decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal or interest on the Issuers are required to deliver to Notes that became due solely because of the Trustee a statement specifying such Default acceleration of the Notes, have been cured or Event of Default and what action the Issuers are taking or propose to take with respect thereto.waived. 105

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on on, the Notes, ; (ii) default in the payment when due of the principal of of, or premiumpremium on, if any, on the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries Guarantor for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 2530% of the in aggregate principal amount of the Notes then outstanding to comply with any of their other covenants or the agreements in the Supplemental Indenture (other than a default referred to in clause (i) or (ii) of Section 6.01 of the Indenture, ); (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries Guarantor (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted SubsidiariesGuarantor), whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (aA) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (bB) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates exceeds the greater of (1) 1.5% of Total Assets and (2) $100.0 million 375.0 million; provided that this clause (iv) shall not apply to (a) secured Indebtedness that becomes due as a result of the voluntary sale or more, transfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of the Company; (vib) failure by Non-Recourse Debt (except to the extent that the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments Guarantors that are not paidparties to such Non-Recourse Debt becomes directly or indirectly liable, discharged including pursuant to any contingent obligation, for any such Non-Recourse Debt and such liability, individually or stayed for a period in the aggregate, exceeds the greater of 60 days (i) 1.5% of Total Assets and (ii) $375.0 million); and (c) to the extent constituting Indebtedness, any indemnification, guarantee or (vii) certain events other credit support obligations of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency Guarantors in connection with respect to the Company, all outstanding Notes will become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee tax equity financing entered into by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes a non-Guarantor Subsidiary; (v) except as provided in permitted by the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise any Subsidiary Guarantee of any trust Guarantor (or power with respect any group of Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to matters relating be unenforceable or invalid or shall cease for any reason to the Notes. The Trustee may withhold from Holders notice be in full force and effect or any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, or 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 Person acting on behalf of any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm its or their obligations under its or their Subsidiary Guarantee(s); (vi) the Holders Company or any of the Guarantors: (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; or (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company or any Guarantor; (B) appoints a custodian of the Company or Guarantor for all or substantially all of the Notes waive property of the Company or any existing Default Guarantor; or Event (C) orders the liquidation of Default and its consequences under the Supplemental Indenture except a continuing Default Company or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture any Guarantor; and the Base Indenture. Upon becoming aware of any Default order or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default decree remains unstayed and what action the Issuers are taking or propose to take with respect theretoin effect for 60 consecutive days.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on the Notes, ; (ii) default in payment when due of the principal of or premium, if any, on the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.16 and 5.01 3.09, 4.10, 4.15 or Article 5 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 45 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or including any Indebtedness the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) other than a Receivables Subsidiary whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: which default (a) is caused by a failure to pay at final stated maturity the principal amount of or a premium, if any, on such Indebtedness at the Stated Maturity for such payment of principal or premium, if any, or such later date as has been agreed in a writing (provided such writing is entered into prior to such Stated Maturity) by the expiration of parties to the grace period provided in documentation relating to such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 12.5 million or more, ; (vi) failure by the Company or any of its Restricted Subsidiaries other than a Receivables Subsidiary to pay final judgments which are non-appealable aggregating in excess of $100.0 12.5 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days (or 90 days if prior to such sixtieth day the Company has delivered to the Trustee an Officers' Certificate attesting that a financially responsible insurance company of recognized national standing has acknowledged in writing complete liability for such judgment and attached a copy of such acknowledgment thereto); (vii) certain events repudiation by any Subsidiary of bankruptcy its obligations under any Subsidiary Guarantee or, except as permitted by the Indenture, any Subsidiary Guarantee shall be held in a judicial proceeding to be unenforceable or insolvency with invalid in any material respect or shall cease to be in full force and effect; (viii) the Company or any of its Significant SubsidiariesSubsidiaries (other than a Receivables Subsidiary) within the meaning of any Bankruptcy Law (a) commences a voluntary case, (b) consents to the entry of an order for relief against it in an involuntary case, (c) consents to the appointment of a custodian of it or for all or substantially all of its property, (d) makes a general assignment for the benefit of its creditors, or (e) generally is not paying its debts as they become due; and (ix) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (a) is for relief against the Company or any of its Subsidiaries (other than a Receivables Subsidiary), (b) appoints a custodian of the Company or any of its Subsidiaries or for all or substantially all of the property of the Company or any of its Subsidiaries (other than a Receivables Subsidiary) or (c) orders the liquidation of the Company or any of its Subsidiaries (other than a Receivables Subsidiary) and any such order or decree described in this clause (ix) remains unstayed and in effect for 60 consecutive days. In the case event of a declaration of acceleration of the Notes because an Event of Default arising from certain events has occurred and is continuing as a result of bankruptcy a Payment Default or insolvency the acceleration of any Indebtedness described in clause (v) of the preceding paragraph, the declaration of acceleration of the Notes shall be automatically annulled if (i) any Payment Default described in clause (v)(a) of the preceding paragraph has been cured or waived and (ii) the holders of any accelerated Indebtedness described in clause (v)(b) of the preceding paragraph have rescinded the declaration of acceleration in respect of such Indebtedness, provided in each such case that (a) such cure, waiver or rescission of such declaration of acceleration shall have been made in writing within 30 days of the date of such Payment Default or declaration, as the case may be, and (b) the annulment of the acceleration of such Notes would not conflict with respect any judgment or decree of a court of competent jurisdiction and (c) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. A Default under clause (iv) the first paragraph of this Paragraph 12 is not an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes give written notice to the CompanyCompany of the default and the Company does not cure the Default within the period provided in such clause. The notice must specify in reasonable detail the Default, all demand that it be remedied and state that the notice is a "Notice of Default". If the Holders of 25% or more in principal amount of the then outstanding Notes will become due and payable without further action or noticerequest the Trustee to give such notice on their behalf, the Trustee shall do so. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by written notice to the Issuers Trustee and the Trustee Company may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (viii) or (ix) of the first paragraph of this Paragraph 12, with respect to the Company, any Significant Subsidiary or any group of Subsidiaries, that taken together would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and what be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to May 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuers are taking or propose Company with the intention of avoiding the prohibition on redemption of the Notes prior to take with respect theretoMay 1, 2003, then the premium specified in the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Defaults and Remedies. Each of the following is an An "Event of Default" occurs if: (i) default for 30 consecutive days the Company defaults in the payment when due of interest on on, or Additional Interest with respect to, the Notes, Notes and such default continues for a period of 30 days; (ii) default the Company defaults in the payment when due of the principal of of, or premium, if any, on the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries fails to comply with any of the provisions contained in Sections 4.16 and or 5.01 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given of such failure fails to comply with any of Sections 3.09, 4.07, 4.09 or 4.10 of the Indenture or with any of the agreements contained in the Collateral Documents; (v) the Company or any of its Restricted Subsidiaries fails to observe or perform any other covenant or other agreement in the Indenture or the Notes for 60 days after notice of such failure to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, Trustee; (vvi) a default occurs under any mortgage, other indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (a) which default is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity, Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 15.0 million or more, ; (vivii) failure by the Company or any of its Restricted Subsidiaries is subject to pay final judgments which are non-appealable aggregating in excess of $100.0 15.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.viii)

Defaults and Remedies. (a) Each of the following is events shall be an “Event of Default: ” with respect to the Securities: (i) default for 30 consecutive days in the any payment when due of interest on any Security when due and payable, and the Notes, default continues for a period of 30 days; (ii) default in the payment of principal of any Security when due of the principal of or premium, if any, and payable on the Notes, Maturity Date or upon any required repurchase; (iii) failure by the Company or any of its Restricted Subsidiaries Issuer to comply with Sections 4.16 and 5.01 its obligation to convert (other than as permitted herein) the Securities in accordance with the Securities upon exercise of a Holder’s conversion right or any Forced Conversion, if such failure continues for three (3) Business Days (such three (3) Business Day Period, a “Conversion Grace Period”); provided, there shall be no more than three Conversion Grace Periods in any 365-day period. (iv) any material breach of a representation or warranty of the Supplemental IndentureIssuer set forth in Section 3 of the Securities Purchase Agreement, provided if any such representation or warranty is qualified by a materiality or Material Adverse Effect qualifier, it shall be an Event of Default if such representation or warranty was incorrect when made or deemed to have been made; (ivv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding Issuer to comply with any of their other covenants or agreements its obligations under Section 8, including failure to issue a Fundamental Change Issuer Notice in the Supplemental Indenture, (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indentureaccordance with Section 8 when due, if that default: (a) is caused by a such failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more, continues for three Business Days; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed Issuer for a period of 60 days or (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising after written notice from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes 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 Issuers or the Holders of at least 25% in principal amount of the Securities then outstanding Notes has been received by notice the Issuer to comply with any Transaction Document; (vii) default by the Issuer with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $4,000,000 (or its foreign currency equivalent) in the aggregate of the Issuer, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise; provided, however, that if such acceleration is rescinded or annulled, or such failure to pay is cured, as applicable, then the Event of Default arising under this clause (vi) shall be deemed to have been cured or waived without further action by the Holders so long as the Securities have not already been declared due and payable hereunder; (viii) a final judgment or judgments for the payment of $4,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered by insurance) in the aggregate rendered against the Issuer, which judgment is not discharged, paid, bonded, waived or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished; (ix) the Issuer shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Issuers Issuer or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Issuer or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or becomes insolvent, or generally does not or becomes unable to pay its debts or meet its liabilities as the same become due, or admits in writing its inability to pay its debts generally, or declares any general moratorium on its indebtedness, or proposes a compromise or arrangement or deed of company arrangement between it and any class of its creditors; or (x) an involuntary case or other proceeding shall be commenced against the Trustee may declare Issuer seeking liquidation, reorganization or other relief with respect to the Issuer or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Issuer or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 consecutive days. (b) If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 9(a)(ix) or Section 9(a)(x) with respect to the Issuer or any of its Significant Subsidiaries), unless the principal of all of the Notes to be Securities shall have already become due and payable. Holders may not enforce , the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority at least 25% in aggregate principal amount of the Securities then outstanding Notes outstanding, by notice in writing to the Issuer, may direct declare 100% of the Trustee principal of, and accrued and unpaid interest on, all the Securities to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in its exercise the Securities to the contrary notwithstanding. If an Event of any trust Default specified in Section 9(a)(ix) or power Section 9(a)(x) with respect to matters relating the Issuer or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Securities shall become and shall automatically be immediately due and payable. The immediately preceding paragraph, however, is subject to the Notes. The Trustee may withhold from Holders notice conditions that if, at any time after the principal of the Securities shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay installments of accrued and unpaid interest upon all Securities and the principal of any continuing and all Securities that shall have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Securities that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 9(c), then and in every such case (except as provided in the immediately succeeding sentence) the Holders of two-thirds of the aggregate principal amount of the Securities then outstanding (the “Required Holders”), by written notice to the Issuer, may waive all Defaults or Events of Default with respect to the Securities and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (except a Default or Event of Default relating to i) 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 nonpayment of the Notes then outstanding by notice principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on any Securities, (ii) a failure to repurchase any Securities when required or (iii) a failure to pay or deliver, as the Trustee case may be, the consideration due upon conversion or redemption of the Securities. (c) The Required Holders may on behalf of the Holders of all of the Notes Securities waive any existing past Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price) of, the Securities when due that has not been cured pursuant to the provisions of Section 9, (ii) a failure by the Issuer to pay or deliver, as the case may be, the consideration due upon conversion or redemption of the Securities or (iii) a default in respect of a provision hereof which under Section 13 cannot be modified or amended without the Supplemental Indenture except a continuing consent of each Holder of an outstanding Security affected. Upon any such waiver the Issuer and the Holders of the Securities shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default in the payment of interest on, or the principal of, the Notesimpair any right consequent thereon. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of Whenever any Default or Event of DefaultDefault hereunder shall have been waived as permitted by this Section 9(c), the Issuers are required to deliver to the Trustee a statement specifying such said Default or Event of Default shall for all purposes of this Note be deemed to have been cured and what action to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. (d) The Issuer shall, within 30 days after the Issuers are taking occurrence and continuance of a Default of which an Officer has actual knowledge, send to all Holders as the names and addresses of such Holders appear upon the Register, notice of all Defaults actually known to an Officer, unless such Defaults shall have been cured or propose to take with respect theretowaived before the giving of such notice.

Defaults and Remedies. Each Under the Indenture, Events of the following is an Event of DefaultDefault include in summary form: (i) default for 30 consecutive days in the payment of interest or Special Interest, if any, when due of interest on the Notes, ; (ii) default in payment when due of the principal of or premium, if any, on the Notes at Stated Maturity, upon required repurchase, upon optional redemption pursuant to paragraphs 5 and 6 of the Notes, upon declaration or otherwise; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.16 and 5.01 3.7, 3.9 or 4.1 of the Supplemental Indenture, ; (iv) the failure by the Company or any of its Restricted Subsidiaries to comply for 30 consecutive 60 days after written notice thereof has been given to with its other agreements contained in the Company by the Trustee Indenture or to the Company and the Trustee by the Holders of at least 25% of the principal amount of under the Notes outstanding (other than those referred to comply with any of their other covenants in (i), (ii) or agreements in the Supplemental Indenture, (iii) above); (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental IndentureIssue Date, if that default: default (a) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or Special Interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 20.0 million or more, ; (vi) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (vii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable entered by a court or courts of competent jurisdiction aggregating in excess of $100.0 20.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged discharged, stayed or stayed fully bonded for a period of 60 days days, or (viiviii) certain events of bankruptcy any Note Guarantee shall be held in a judicial proceeding to be not enforceable or insolvency with respect valid or shall cease to be in full force and effect or any Guarantor or other Person acting on its behalf shall deny or disaffirm its obligations under its Note Guarantee (except pursuant to the Company release or termination of any of its Significant Subsidiaries. In such Note Guarantee in accordance with the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or noticeIndenture). If any other an Event of Default occurs and is continuingcontinuing (other than an Event of Default described in clause (vi) above), the Trustee by notice to the Issuers or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes Outstanding may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on the Notes, Exchange Debentures; (ii) default in payment when due of the principal of or premium, if any, on the Notes, Exchange Debentures; (iii) failure by the Company or any of its Restricted Subsidiaries Holdings to comply with Sections 4.16 and 5.01 Section 4.7, 4.8, 4.9, 4.10, 4.11 or 5.1 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries Holdings for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Exchange Debentures; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Holdings or any of its Restricted Subsidiaries or Holdings (or the payment of which is guaranteed by the Company Holdings or any of its Restricted Subsidiaries), Subsidiaries or Holdings) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: which default (a) is caused by a failure to pay at final stated maturity the principal amount of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 7.5 million or more, ; (vi) failure by the Company Holdings or any of its Restricted Subsidiaries or Holdings to pay final judgments which are non-appealable aggregating in excess of $100.0 4.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or days; and (vii) certain events of bankruptcy or insolvency with respect to the Company Holdings or any of its Significant SubsidiariesSubsidiaries or group of Restricted Subsidiaries that, together, would constitute a Significant Subsidiary. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Exchange Debentures may declare all the Exchange Debentures 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 the CompanyHoldings, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes Exchange Debentures 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders Exchange Debentures may not enforce the Supplemental Indenture or the Notes Exchange Debentures except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Exchange Debentures may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Exchange Debentures 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 Exchange Debentures then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes Exchange Debentures waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal ofof and premium, if any, on the NotesExchange Debentures. The Issuers are Holdings is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Holdings is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 100 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, 100 million (net of applicable insurance which has not been denied in writing by the insurer), which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are Company is required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of Default under the following is an Event of DefaultIndenture include in summary form: (i) default for 30 consecutive days in the payment when due of interest on the Notes, Securities (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in payment when due of principal on the Securities (whether or not prohibited by the subordination provisions of the principal of or premium, if any, on the Notes, Indenture); (iii) failure by default in the Company observance or performance of any other agreements of the Issuer or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries Guarantor for 30 consecutive a period that continues for 60 days after receipt of a written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders from Securityholders of at least 25% of the aggregate principal amount of the Notes outstanding to comply with any of their other covenants or agreements Securities then outstanding, specifying such default and requiring that it be remedied; (iv) defaults in the Supplemental Indenture, (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), certain other Indebtedness whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenturehereafter, if that default: which default (a) is caused by a failure to pay at final stated maturity principal or interest on such indebtedness within the principal amount of such Indebtedness prior to the expiration of the grace grade period as provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the case of any default other than a payment default referred to in clause (a), has resulted in the acceleration of the maturity of such Indebtedness prior to its express maturity, and, in each case, maturity and the principal amount of any such IndebtednessIndebtedness (under sub-clauses (a) or (b) of this clause (iv)) either (x) is at least $10.0 million or (y), together with the principal amount of any other such Indebtedness under which there has been a Payment Default or Indebtedness, the maturity of which has been so acceleratedaccelerated or which has not been paid at maturity, aggregates $100.0 10.0 million or more, ; (viv) failure by the Company or any of its Restricted Subsidiaries to pay certain final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged 10.0 million remain unstayed or stayed undischarged for a period of 60 consecutive days or after their entry; (viivi) certain events of bankruptcy or insolvency with respect insolvency; (vii) any Guarantee shall be held in any judicial proceeding to be unenforceable or invalid, or the Company Issuer or any Guarantor shall deny or disaffirm its obligations under a Guarantee; and (viii) subject to limited exceptions, the Issuer ceases to be a Wholly Owned Subsidiary of its Significant SubsidiariesSweetheart Holdings. In If an Event of Default occurs and is continuing, the Trustee or the Securityholders of at least 25% in principal amount of the then outstanding Securities may declare all the Securities to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Companyinsolvency, all outstanding Notes will Securities become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Securityholders may not enforce the Trustee by notice to the Issuers Indenture or the Holders Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Securityholders of at least 25% a majority in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders Securityholders 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 interests of the Securityholders. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice Issuer 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoTrustee.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and Section 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 2530% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes 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 Issuers or the Holders of at least 2530% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on the Notes, ; (ii) default in payment when due of the principal of or premium, if any, on the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and Section 4.10, 4.15 or 5.01 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental IndentureJuly 21, if that default: 1997, which default (a) is caused by a failure to pay at final stated maturity the principal amount of or premium or interest on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 5.0 million or more; and provided, further, that if such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as said rescission does not conflict with such judgment or decree; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 5.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or days; (vii) failure by any Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or the repudiation by any Guarantor of its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against a Guarantor for any reason; and (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or noticeGuarantor. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal ofof or premium or interest, if any, on the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default the failure by ACC to pay interest on any of the Notes when the same becomes due and payable and the continuance of any such failure for 30 consecutive days in (whether or not prohibited by Article 10 of the payment when due of interest on the Notes, Indenture); (ii) default in payment when due of the failure by ACC to pay principal of or premium, if any, on any of the NotesNotes when and as the same shall become due and payable at maturity, upon acceleration, optional or mandatory redemption, required repurchase or otherwise (whether or not prohibited by Article 10 of the Indenture); (iii) the failure by the Company or any of its Restricted Subsidiaries ACC to comply with any of the provisions of Sections 4.16 and 4.07, 4.09 or 5.01 of the Supplemental Indenture, (iv) Indenture and continuance of such failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been is given to the Company ACC by the Trustee or to the Company ACC and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding outstanding; (iv) the failure by ACC to comply with any of its other agreements or covenants in the Notes or the Indenture and continuance of such failure for 60 days after written notice is given to ACC by the Trustee may on behalf of or to ACC and the Trustee by the Holders of all 25% in aggregate principal amount of the Notes waive then outstanding; (v) an event of default occurs under any existing mortgage, indenture or other instrument governing any Debt of ACC or any of its Restricted Subsidiaries for borrowed money, whether such Debt now exists or shall hereafter be created, if (a) such event of default results from the failure to pay at maturity $5.0 million or more in principal amount of such Debt or (b) as a result of such event of default the maturity of $5.0 million or more in principal amount of such Debt has been accelerated prior to its stated maturity; (vi) any final judgments aggregating $5.0 million or more are rendered against ACC or any of its Restricted Subsidiaries that remain undischarged for a period (during which execution shall not be effectively stayed) of 60 days; (vii) certain events of bankruptcy, insolvency or reorganization of ACC or any of its Restricted Subsidiaries; and (viii) the failure by ACC to redeem the 11 1/2% Debentures within 60 days of the Issuance Date. The Trustee must, within 90 days after the occurrence of a Default or Event of Default, give to the Holders notice of all uncured Defaults or Events of Default and its consequences under known to it; provided that, except in the Supplemental Indenture except case of a continuing Default or Event of Default in the payment of interest on, or the principal ofon any Note, the NotesTrustee may withhold such notice if a committee of its Responsible Officers in good faith determines that the withholding of such notice is in the interest of the Holders. The Issuers are ACC is required to deliver to the Trustee furnish annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event certificate as to its compliance with the terms of Default and what action the Issuers are taking or propose to take with respect theretoIndenture.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest or Additional Interest, if any, on the Notes, ; (ii) default in payment when due of the principal of or premium, if any, on the NotesNotes when due at their Stated Maturity, upon optional redemption, upon required repurchase, upon acceleration or otherwise; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and Section 5.01 of the Supplemental Indenture or to consummate a purchase of Notes when required pursuant to the provisions of Section 3.09, 4.10 or 4.15 of the Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 90 days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in principal amount of the Notes then outstanding to comply with Section 4.03 of the Indenture; (v) failure by the Company for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (vvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental IndentureInitial Issuance Date, if that default: such default (a) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity, Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 40.0 million or more; provided that if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 30 days from the expiration of the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vivii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable 40.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not been denied in writing by the insurerdisclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days consecutive days; (viii) (a) any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or (viib) any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee, except in each case, by reason of the release of such Subsidiary Guarantee in accordance with the provisions of the Indenture; and (ix) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency reorganization with respect to the Company, all outstanding Notes will become due and payable without further action Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or noticeany group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company as specified in Section 6.01(i) or 6.01(j) of the Indenture. If any other Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers 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 Trustee, may declare all the Notes to be due and payablepayable immediately. Notwithstanding the preceding, in the case of an Event of Default arising from such events of bankruptcy, insolvency or reorganization described in Section 6.01(i) or 6.01(j) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notesconferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, interest, premium or interestAdditional Interest) if it a committee of Responsible Officers in good faith 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 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 Interest, if any, that have become due solely because of the acceleration) have been cured or waived. The Holders of a majority in 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or interest, premium, or Additional Interest, if any, on, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and Indenture, and, so long as any Notes are outstanding, the Base Indenture. Upon Issuers are required upon any of their respective Officers becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest (including Special Interest, if any) on the Notes, ; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on on, the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.16 4.07, 4.09, 4.10, 4.15, and 5.01 of the Supplemental Indenture, Indenture for 30 days; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with any of the other agreements in the Indenture for 30 consecutive 60 days after written notice thereof has been given specifying such failure is delivered to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, then outstanding; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: default (aA) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (bB) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 15.0 million or more, ; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are and non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $100.0 million, 15.0 million (net of applicable amounts which are covered by insurance which has not been denied in writing by the insureror bonded), which judgments are not paid, discharged or stayed for a period of 60 days days; (vii) (A) breach by the Company or any of its Restricted Subsidiaries of any representation, warranty or agreement in any Collateral Document; (B) any security interest created by any Collateral Document ceases to be in full force and effect (except as permitted by the terms of the Indenture or the Collateral Documents); or (viiC) the repudiation by the Company or any of its Restricted Subsidiaries of any of its obligations under any Collateral Document; provided that, in the case of clauses (A), (B) and (C), such breach, cessation or repudiation, individually or in the aggregate, results in Collateral having a Fair Market Value in excess of $5.0 million not being subject to a valid, perfected security interest; (viii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and (ix) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In If any 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 all the 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 the Companyinsolvency, 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 by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest or premium or Special Interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest or premium or Special Interest, if any, on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required, upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest or Special Interest on the Notes, ; (ii) default in payment when due of the principal of or premium, if any, on the NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and Section 4.15 or 5.01 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the Notes then outstanding voting as a single class to comply with observe or perform any of their covenant, representation, warranty or other covenants or agreements agreement in the Supplemental Indenture, ; (v) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Significant Subsidiaries), whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: default (a) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more, more and has not been discharged in full or such acceleration rescinded or annulled within 20 days of such Payment Default or acceleration; (vi) failure by the Company or any of its Restricted Subsidiaries to pay certain final judgments which are non-appealable aggregating in excess for the payment of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed money that remain undischarged for a period of 60 days or days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In ; and (viii) except as permitted by the case of an Event of Default arising from certain events of bankruptcy Indenture, the Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or insolvency with respect invalid or shall cease for any reason to the Company, all outstanding Notes will become due be in full force and payable without further action effect or noticesuch Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under a Guarantor's Subsidiary Guarantee. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest or premium and Special Interest on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each of the following is an Event of DefaultDefault under the Indenture: (ia) default for 30 consecutive days in failure to make the payment when due of any interest or Additional Interest on the NotesNotes when the same becomes due and payable, and such failure continues for a period of 30 days; (iib) default in failure to make the payment when due of the any principal of of, or premium, if any, on on, any of the NotesNotes when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise; (iiic) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and Section 5.01 of the Supplemental Indenture, ; (ivd) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to comply with the provisions described under Sections 4.09, 4.10, 4.12 and 4.17 of the Indenture; (e) failure by the Company for 120 days after notice to comply with the provisions described under Section 4.03 of the Indenture; (f) failure by the Trustee Company or to the Company and the Trustee by the Holders any of at least 25% of the principal amount of the Notes outstanding its Restricted Subsidiaries for 60 days after notice to comply with any of their its other covenants or agreements in the Supplemental Indenture, (v) Indenture or the Notes; default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), Subsidiaries whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental IndentureIssue Date, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 15.0 million or more, ; (vig) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $100.0 15.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) days; certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization affecting the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency described in the Indenture, all outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest or Additional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest or Additional Interest on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Under the Indenture, Events of Default include (a) a Default in any payment of interest on any Note when the following is an Event same becomes due and payable occurs, and such default continues for a period of Default: 30 days; (ib) default for 30 consecutive days a Default in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on any Note when the Notessame becomes due and payable at its Stated Maturity occurs, upon optional redemption or otherwise; (iiic) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding guarantor fails to comply with any of their other covenants or its agreements in the Supplemental IndentureNotes, the Indenture or any guarantee of the Notes, as applicable (vother than those referred to in (a) or (b) above) and such failure continues for 60 days after the notice specified below; (d) a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company in an individual principal amount outstanding of at least $50,000,000 or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by the Company in an individual principal amount outstanding of at least $50,000,000, whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay $50,000,000 or more of the principal of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto or which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such payment being made in full or such acceleration having been rescinded or annulled, within a period of its Restricted Subsidiaries 30 days after the notice specified below; (e) any guarantee with respect to the Notes ceases for any reason to be, or the payment of which is guaranteed asserted by the Company or the guarantor not to be, in full force and effect and enforceable in accordance with its terms except to the extent contemplated by this Indenture and any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: Notes; and (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (viif) certain events of bankruptcy or insolvency with respect to involving the Company or any of its Significant Subsidiariesguarantor. In the case of A Default with respect to Notes under clause (c) and (d) above is not an Event of Default arising from certain events of bankruptcy or insolvency with respect until the Trustee (by written notice to the Company, all ) or the Holders of at least 25% in aggregate principal amount of the outstanding Notes will become due (by written notice to the Company and payable without further action the Trustee) gives notice of the Default and the Company does not cure such Default within the time specified in said clause (c) or (d), as applicable, after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”. If any other an Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable immediately. Holders Certain events of bankruptcy or insolvency involving the Company are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Noteholders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity and/or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest) if it in good faith determines that withholding notice is in not opposed to their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on interest, if any, with respect to the Notes, ; (ii) default in payment when due of the principal of of, or premium, if any, on the NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company Wynn Capital, Xxxx Las Vegas or any of its Restricted Subsidiaries the Guarantors to comply with Sections 4.16 and 4.11 or 5.01 of the Supplemental Indenture, ; (iv) failure by the Company Wynn Capital, Xxxx Las Vegas or any of its Restricted Subsidiaries Guarantor for 30 consecutive 60 days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of their the other covenants or agreements in the Supplemental IndentureIndenture or the Notes, not set forth in clause (iii) above; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Xxxx Las Vegas or any of its Restricted Subsidiaries Guarantor (or the payment of which is guaranteed by the Company Xxxx Las Vegas or any of its Restricted Subsidiaries), the Guarantors) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 25.0 million or more, if such acceleration is not annulled within 30 days after written notice as provided in the Indenture; (vi) failure by the Company Wynn Capital, Xxxx Las Vegas or any of its Restricted Subsidiaries the Guarantors to pay final judgments which are non-appealable judgments (not paid or covered by insurance as to which the relevant insurance company has not denied responsibility) aggregating in excess of $100.0 25.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, bonded, discharged or stayed for a period of 60 days days; (vii) the Pledge Agreement shall cease, for any reason (other than pursuant to its terms or the terms of the Indenture), to be in full force and effect or Wynn Capital, Xxxx Las Vegas or any Affiliate of any such Person or any Person acting on behalf of any such Person, shall so assert, or any security interest created, or purported to be created, by Pledge Agreement shall cease to be enforceable and of the same effect and priority purported to be created by the Pledge Agreement; or (viiviii) certain events of bankruptcy or insolvency described in the Indenture with respect to the Company (a) either Issuer or (b) any of its Significant SubsidiariesGuarantor. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company(a) either Issuer or (b) any Guarantor, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable immediately. Holders of the Notes may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture, the Intercreditor Agreement and the Pledge Agreement. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest) 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, waive any existing Default or Event of Default and its consequences under the Supplemental Indenture Indenture, except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest or Liquidated Damages, if any, on the Notes, Notes or the Guaranties (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the NotesNotes or the Guaranties when due and payable, at maturity, upon acceleration, redemption or otherwise (whether or not prohibited by the subordination provisions of the Indenture), (iii) failure by the Company or any Obligor to comply with any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of other agreements in the Supplemental Indenture, (iv) failure by the Company Notes or any of its Restricted Subsidiaries the Guaranties for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in principal amount of the Notes then outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, voting as a single class; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries Obligor (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), Obligor) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental IndentureIssue Date, if that default: (a) which default is caused by a failure to pay at final stated maturity the principal amount of or premium, if any, or interest, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); , or (b) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 10 million or more, ; (viv) failure by the Company or any of its Restricted Subsidiaries to pay certain final judgments which are non-appealable aggregating in excess for the payment of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed money that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealable; and (viivi) certain events of bankruptcy or insolvency with respect to any Obligor. If any Event of Default occurs and is continuing, the Company Trustee or any the Holders of its Significant Subsidiariesat least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. In Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Companyinsolvency, 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 by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest or premium 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 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages, if any, on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required, upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Under the Indenture, Events of the following is an Event of Default: Default include (i) the Company defaults in any payment of interest, if any, on the Notes when the same becomes due and payable and such default continues for a period of 30 consecutive days days; (ii) the Company defaults in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the NotesNotes when the same becomes due and payable at their Stated Maturity or upon redemption, declaration, required repurchase or otherwise; (iii) failure by the Company or any of its Restricted Subsidiaries fails to comply with Sections 4.16 and 5.01 any covenants or agreements on the part of the Supplemental IndentureCompany in the Notes or in the Indenture with respect to the Notes, and such failure continues for 60 days after the notice specified below; (iv) failure by certain events of bankruptcy, insolvency or reorganization of the Company; or (v) an event of default, as defined in any indenture or instrument evidencing or under which the Company has at the date of the Indenture or any shall thereafter have outstanding at least $50,000,000 aggregate principal amount of its Restricted Subsidiaries indebtedness for borrowed money, shall happen and be continuing and such indebtedness shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, or such aggregate principal amount of indebtedness shall not be paid when due, and such acceleration or nonpayment shall not be rescinded or annulled within 30 consecutive days after written notice thereof has shall have been given to the Company by the Trustee (if such event be known to it), or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the Notes outstanding to comply with any at the time outstanding; provided, however, that, for the purposes of their other covenants or agreements in the Supplemental Indenture, this subsection (v) ), the Company shall not be deemed to be in default if it shall be contesting in good faith its liability for the payment of the principal in question, and shall have been advised by its counsel that it has a meritorious defense thereto; and provided further that, if such event of default under any mortgage, such indenture or instrument under which there may shall be issued remedied or by which there may be secured or evidenced any Indebtedness for money borrowed cured by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed waived by the Company holders of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date Holders. A Default under clause (iii) of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency this Section 14 with respect to the Company or any of its Significant Subsidiaries. In the case of Notes is not an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or notice. If any other Event of Default occurs and is continuing, until the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. If an Event of Default (other than an Event of Default specified in clauses (iv) of this Section 14 with respect to the Notes occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Notes by notice to the Issuers Company and the Trustee Trustee, may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitationsUpon such a declaration, Holders of a majority in aggregate such principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power and interest with respect to matters relating to the Notessuch series shall be due and payable immediately. The Trustee may withhold from Holders notice of any continuing Default or An Event of Default specified in clause (except a Default or iv) of this Section 14 will result in the Notes being due and payable immediately upon the occurrence of such an Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interestDefault. The Holders of a majority in aggregate principal amount of the Notes then outstanding by 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 with respect to the Notes have been cured or waived except nonpayment of principal, premium, if any, or interest, if any, that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Holders of a majority in principal amount of the Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on behalf the Trustee with respect to the Notes. A Holder of the Notes may not pursue any remedy with respect to the Indenture or the Notes unless: (i) such Holder gives to the Trustee written notice stating that an Event of Default with respect to the Notes is continuing; (ii) the Holders of all at least 25% in principal amount of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except make a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver written request to the Trustee annually a statement regarding compliance with to pursue the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default remedy; (iii) such Holder or Event of Default, the Issuers are required to deliver Holders offer to the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and (v) the Holders of a statement specifying majority in principal amount of the Notes do not give the Trustee a direction inconsistent with the request during such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto60-day period.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal Accreted Value of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount at maturity of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 100 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, 100 million (net of applicable insurance which has not been denied in writing by the insurer), which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes 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 Issuers or the Holders of at least 25% in aggregate principal amount at maturity of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable in an amount equal to (x) the Accreted Value of the Notes outstanding on the date of acceleration, if such declaration is made prior to the Full Accretion Date or (y) the entire principal amount at maturity of all the Notes outstanding on the date of acceleration, plus accrued interest, if any, to the date of acceleration, if such declaration is made after the Full Accretion Date. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. 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 at maturity 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal Accreted Value of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are Company is required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on on, the Notes, ; (ii) default in the payment when due of the principal of of, or premiumpremium on, if any, on the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries Guarantor for 30 consecutive 45 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the Notes then outstanding to comply with any of their other covenants or the agreements in the Supplemental Indenture (other than a default referred to in clause (i) or (ii) of Section 6.01 of the Indenture, ); (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries Guarantor (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted SubsidiariesGuarantor), whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (aA) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (bB) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates exceeds the greater of (1) 1% of Total Assets and (2) $100.0 million 200.0 million; provided that this clause (iv) shall not apply to (a) secured Indebtedness that becomes due as a result of the voluntary sale or more, transfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of the Company; (vib) failure by Non-Recourse Debt of NRG Peaker Finance Company LLC; and (c) Non-Recourse Debt of the Company or any of its Restricted Subsidiaries (except to pay final the extent that the Company or any of the Guarantors that are not parties to such Non-Recourse Debt become directly or indirectly liable, including pursuant to any contingent obligation, for any such Non-Recourse Debt and such liability, individually or in the aggregate, exceeds the greater of (i) 1% of Total Assets and (ii) $200.0 million); (v) one or more judgments which are non-appealable aggregating for the payment of money in an aggregate amount in excess of the greater of (i) 1% of Total Assets and (ii) $100.0 million, net of applicable insurance which has 200.0 million (excluding therefrom any amount reasonably expected to be covered by insurance) shall be rendered against the Company or any Guarantor or Guarantors or any combination thereof and the same shall not have been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment became final and non-appealable; (vi) except as permitted by the Supplemental Indenture, any Subsidiary Guarantee shall be held in any final and non-appealable 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 group of Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm its or their obligations under its or their Subsidiary Guarantee(s); (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case Guarantors: (A) commences a voluntary case, (B) consents to the entry of an Event of Default arising from certain events of bankruptcy or insolvency with respect order for relief against it in an involuntary case, (C) consents to the Companyappointment of a custodian of it or for all or substantially all of its property, all outstanding Notes will (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due and payable without further action due; or notice. If (viii) a court of competent jurisdiction enters an order or decree under any other Event of Default occurs and Bankruptcy Law that: (A) is continuing, for relief against the Trustee by notice to the Issuers Company or the Holders of at least 25% in principal amount any Guarantor; (B) appoints a custodian of the then outstanding Notes by notice to the Issuers and the Trustee may declare Company or Guarantor for all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of substantially all of the Notes waive property of the Company or any existing Default Guarantor; or Event (C) orders the liquidation of Default and its consequences under the Supplemental Indenture except a continuing Default Company or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture any Guarantor; and the Base Indenture. Upon becoming aware of any Default order or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default decree remains unstayed and what action the Issuers are taking or propose to take with respect theretoin effect for 60 consecutive days.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i1) default for 30 consecutive days in the payment when due of interest on the Notes, ; (ii2) default in payment when due of the principal of of, or premium, if any, on the Notes, ; (iii3) failure by the Company or any of its Restricted Subsidiaries a Subsidiary Guarantor to comply with Sections 4.16 and 5.01 any covenant in the Indenture (other than a default specified in clause (1) or (2) above) for 60 days (or 120 days in the case of the Supplemental covenant set forth in Section 4.03 of the Indenture, ) after written notice by the Trustee or Holders of at least 30% in principal amount of the Notes then outstanding; provided that this clause (iv3) shall not apply to any such failure being contested in good faith by the Company or applicable Subsidiary Guarantor; (4) default under any document evidencing any indebtedness for borrowed money by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries)Subsidiary Guarantor, whether such Indebtedness or guarantee indebtedness now exists or is created after the date of the Supplemental IndentureIssue Date, if that default: (aA) is caused by a failure to pay principal when due at final stated (and not any interim) maturity the principal amount of such Indebtedness on or prior to the expiration of the any grace period provided in such Indebtedness on the date of such default indebtedness (a “Payment Default”); or (bB) results in the acceleration of such Indebtedness indebtedness prior to its express maturitymaturity (without such acceleration having been rescinded, annulled or otherwise cured), and, in each case, the principal amount of any such Indebtednessindebtedness, together with the principal amount of any other such Indebtedness indebtedness under which there has been a Payment Default or the maturity of which has been so acceleratedaccelerated (without such acceleration having been rescinded, aggregates annulled or otherwise cured), exceeds the greater of (i) 1.5% of Total Assets and (ii) $100.0 million 600.0 million; provided that this clause (4) shall not apply to (i) secured indebtedness that becomes due as a result of the voluntary sale or more, transfer of the property or assets securing such indebtedness; (viii) failure by Non-Recourse Debt (except to the extent that the Company or any of its Restricted Subsidiaries the Subsidiary Guarantors that are not parties to pay final judgments which are nonsuch Non-appealable aggregating Recourse Debt becomes directly or indirectly liable, including pursuant to any contingent obligation, for any such Non-Recourse Debt and such liability, individually or in excess the aggregate, exceeds the greater of (a) 1.5% of Total Assets and (b) $100.0 600.0 million), net (iii) any such Payment Default that is waived (including in the form of applicable insurance which has not been denied in writing amendment) by the insurerrequisite holders of the applicable item of Indebtedness or contested in good faith by the Company or the applicable Subsidiary Guarantor; (iv) any indebtedness that is required to be converted into Qualifying Equity Interests upon the occurrence of certain designated events so long as no payments in cash or otherwise are required to be made in accordance with such conversion and (v) to the extent constituting Indebtedness, which judgments are not paidany indemnification, discharged guarantee or stayed for a period other credit support obligations of 60 days or (vii) certain events of bankruptcy or insolvency with respect to the Company or any of the Subsidiary Guarantors in connection with any tax equity financing entered into by a non-Guarantor Subsidiary or any standard securitization undertakings of the Company or any of the Subsidiary Guarantors in connection with any securitization or other structured finance transaction entered into by a non-Guarantor subsidiary; (5) except as permitted by the Indenture, any Subsidiary Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason (other than in accordance with its terms) to be in full force and effect or any Subsidiary Guarantor that is a Significant Subsidiaries. In the case Subsidiary or any group of Subsidiary Guarantors that, taken together would constitute a Significant Subsidiary, or any Person acting on behalf of any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors, taken together would constitute a Significant Subsidiary, shall deny or disaffirm in writing its or their obligations under its or their Subsidiary Guarantees; and (6)(a) a court of competent jurisdiction (i) enters an Event of Default arising from certain events of bankruptcy order or insolvency with respect to decree under any Bankruptcy Law that is for relief against the Company, any Subsidiary Guarantor that constitutes a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary in an involuntary case; (ii) appoints a custodian for all outstanding Notes 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of substantially all of the Notes waive property of the Company, any existing Default Subsidiary Guarantor that is a Significant Subsidiary or Event any group of Default and its consequences under Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary; or (iii) orders the Supplemental Indenture except liquidation of the Company, any Subsidiary Guarantor that is a continuing Default Significant Subsidiary or Event any group of Default Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in the payment each of interest onclauses (i), (ii) or the principal of(iii), the Notes. The Issuers are required order, appointment or decree remains unstayed and in effect for at least 60 consecutive days; or (b) the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, pursuant to deliver or within the meaning of Bankruptcy Law (i) commences a voluntary case; (ii) consents to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware entry of any Default or Event of Default, the Issuers are required to deliver an order for relief against it in an involuntary case; (iii) consents to the Trustee appointment of a statement specifying such Default custodian of it or Event for all or substantially all of Default and what action its property; or (iv) makes a general assignment for the Issuers are taking or propose to take with respect theretobenefit of its creditors.

Defaults and Remedies. Each Under the Indenture, Events of the following is an Event of Default: Default include (i) default for 30 consecutive days in the payment of interest when due of interest on the Notes, Securities; (ii) default in payment when due of the principal of or premium, if any, on the NotesSecurities at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraph 5 of the Securities, upon declaration or otherwise; (iii) the failure by the Company or any of its Restricted Subsidiaries Subsidiary Guarantor to comply with Sections 4.16 and 5.01 its obligations under Article IV or Section 10.2 of the Supplemental Indenture, ; (iv) failure by the Company or to comply for 30 days after notice with any of its Restricted Subsidiaries obligations under the covenants described under Sections 3.3 through 3.8 inclusive and Section 3.12 of the Indenture (in each case, other than a failure to purchase Securities when required pursuant to Section 3.6, which failure shall constitute an Event of Default under clause (ii) above); (v) the failure by the Company to comply for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their its other covenants or agreements contained in the Supplemental IndentureIndenture or under the Securities (other than those referred to in (i), (vii), (iii) or (iv) above); (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be outstanding, or by which there may be secured or evidenced any Indebtedness Debt for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment other than Non-Recourse Debt of which is guaranteed by the Company or any of its Restricted Subsidiariesa Non-Recourse Subsidiary), whether such Indebtedness or guarantee Debt now exists exists, or is created after the date of the Supplemental Indenture, if that default: which default (a) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness Debt prior to the expiration of the grace period provided in such Indebtedness on the date of such default Debt (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness Debt prior to its express maturity, maturity (the "cross acceleration provision") and, in each case, the principal amount of any such IndebtednessDebt, together with the principal amount of any other such Indebtedness Debt under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 20.0 million or more, (vi) failure more or its foreign currency equivalent at the time and such acceleration shall not have been rescinded or annulled within 10 days after written notice of such acceleration has been received by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or such Subsidiary; (vii) certain events of bankruptcy, insolvency or reorganization of the Company (the "bankruptcy provisions"); or insolvency with respect to (viii) entry in a court of competent jurisdiction of a final judgment for the payment of $20.0 million or more rendered against the Company or any of its Significant SubsidiariesSubsidiary, which judgment is not fully covered by insurance or not discharged or stayed within 90 days after (A) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (B) the date on which all rights to appeal have been extinguished (the "judgment default provision"). In the case of However, a default under clauses (iv) and (v) will not constitute an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or notice. If any other Event of Default occurs and is continuing, until the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes Securities notify the Company of the default and the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities by notice to the Issuers and the Trustee may declare all the Notes Company to be due and payablepayable immediately. Holders Securityholders may not enforce the Supplemental Indenture or the Notes Securities except as provided in the Supplemental Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (ia) default for 30 consecutive days in the payment when due of interest on the Notes, ; (iib) default in payment when due of the principal of or premium, if any, on the Notes, ; (iiic) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 4.7 through 4.12 and 5.01 Article V of the Supplemental Indenture, ; (ivd) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their covenant, representation or warranty or other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (ve) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: which default (ai) is caused by a failure to pay at final stated maturity the principal amount of or premium or interest on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"); , or (bii) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 10.0 million or more, ; (vif) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 10.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days days; (g) failure by any Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or the repudiation by any Guarantor of its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against a Guarantor for any reason, unless, in each such case, such Guarantor and its Subsidiaries have no Indebtedness outstanding at such time or at any time thereafter; (viih) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In ; (i) the case Subsidiary Guarantees provided by the Guarantors that would constitute a Significant Subsidiary cease to be in full force and effect of an Event of Default arising from certain events of bankruptcy such Guarantors deny or insolvency with respect disaffirm their obligations under their Subsidiary Guarantees; and (j) (A) the Liens(s) created by the Security Agreement cease(s) to constitute valid and perfected Lien(s) on and security interests in the CompanyCollateral or (B) the Security Agreement shall be terminated or cease to be in full force and effect if, all outstanding Notes will become due and payable without further action in either case, such default continues for 30 days after notice or noticethe enforceability thereof shall be contested by the Company or any Guarantor. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. 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 interestpower. 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes 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 Issuers Issuer or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers Issuer and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are Issuer is taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on and Additional Interest, if any, on, the Notes, ; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premiumpremium on, if any, on the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 4.10, 4.14 or 5.01 of the Supplemental Indenture, Indenture and such failure continues for 30 days after written notice is given to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with any of the other agreements in the Indenture or the Notes (other than a failure that is subject to clauses (i), (ii) or (iii) above) and such failure continues for 30 consecutive 60 days after written notice thereof has been is given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least not less than 25% of the in aggregate principal amount of the Notes then outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, voting as a single class; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: default (aA) is caused by a failure to pay at final stated maturity the principal amount of of, premium on, if any, or interest on, if any, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (bB) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $100.0 10.0 million or more, ; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable entered by a court or courts of competent jurisdiction aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing 10.0 million (excluding amounts covered by the insurerinsurance), which judgments are not paid, discharged or stayed stayed, for a period of 60 days or days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; (viii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary in an involuntary case; (B) appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; or (C) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; and the order or decree remains unstayed and in effect for 60 consecutive days; or (ix) except as permitted by the Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee (other than by reason of the termination of the Indenture or the release of any such Subsidiary Guarantee in accordance with the Indenture). In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable immediately. Upon such declaration, the Notes shall become immediately due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental 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 its exercise of or exercising any trust or power with respect to matters relating to conferred on it. Except in the Notes. The Trustee may withhold from Holders notice case of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal of, premium on, if any, interest or interest) Additional Interest, if it any, on, any Note, the Trustee may withhold the notice 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 Notes by written notice to the Trustee may may, on behalf of all of the Holders of all of the Notes waive any existing Default or Event of Default Notes, rescind an acceleration and its consequences under the Supplemental Indenture except a continuing Default Indenture, if the rescission would not conflict with any judgment or Event decree and if all existing Events of Default in the payment (except nonpayment of interest on, or the principal of, premium on, if any, interest or Additional Interest, if any, on the NotesNotes that has become due solely because of the acceleration) have been cured or waived. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required, upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Under the Indenture, Events of the following is an Event of DefaultDefault include: (i1) default for 30 consecutive days defaults in the payment when due of interest on the Noteson, (ii) default in payment when due of the principal of or premiumLiquidated Damages, if any, on with respect to the NotesNotes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (iii3) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company OI Group or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their the other covenants or agreements in the Supplemental Indenture, the Notes, the Guarantees of the Notes (vwith respect to any Guarantor) and the Collateral Documents (with respect to any Restricted Subsidiary which has pledged assets or property to secure its obligations under the Indenture and the Notes); (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company OI Group or any of its Restricted Subsidiaries Subsidiary (or the payment of which is guaranteed by the Company OI Group or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental IndentureIssue Date, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in each any individual case, the principal amount of any such IndebtednessIndebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more, ; (vi5) failure by any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the Company aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has and such judgment shall not have been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days days; (6) except as permitted by the Indenture or the Collateral Documents, any Guarantee of the Notes 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 behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (viie) certain events admits in writing its inability generally to pay its debts as the same become due; (8) a court of bankruptcy competent jurisdiction enters an order or insolvency decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the Company order or decree remains unstayed and in effect for 60 days; (9) except as permitted by the Collateral Documents, any amendments thereto and the provisions of the Indenture, any of the Collateral Documents ceases to be in full force and effect or ceases to be effective, in all material respects, to create the Lien purported to be created in the Collateral in favor of the Holders of the Notes for 60 days after notice; and (10) failure by OI Group or any of its Significant SubsidiariesRestricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. In the case of If an Event of Default arising from certain events other than an Event or Default specified in clauses (7) and (8) of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or notice. If any other Event of Default preceding paragraph occurs and is continuing, the Trustee by notice to the Issuers Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers Company and the Trustee Trustee, as provided in the Indenture, may declare all the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payablepayable immediately. Holders may not enforce Upon such declaration the Supplemental Indenture Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes except as provided in has been made, the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct may, under certain circumstances, rescind such acceleration and its consequences if the Trustee in its exercise rescission would not conflict with any judgment or decree and if all existing Events of any trust or power Default with respect to matters relating the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the Notes. The duty of the Trustee may withhold from Holders notice of any continuing Default or during an Event of Default (except a Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or Event powers under the Indenture at the request of Default relating any Holder of this Note, unless such Holder shall have offered to the payment Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of principal or interest) if it determines that withholding notice is in their interest. The the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes then outstanding by notice have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest onTrustee, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoto this Note.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to, the Notes, ; (ii) default in payment when due of the principal of of, or premium, if any, on on, the 117 Notes, ; (iii) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of its Restricted Subsidiaries the Notes then outstanding to comply with the provisions described in Sections 4.16 and 5.01 4.07, 4.09, 4.10 or 4.13 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in principal amount of the Notes then outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: which default (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior after giving effect to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity, stated maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 10.0 million or more, ; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, 10.0 million (net of applicable any amounts with respect to which a reputable and creditworthy insurance which company has not been denied acknowledged liability in writing by the insurerwriting), which judgments are not paid, discharged or stayed for a period of 60 days or days; (vii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or notice. Subsidiaries If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Upon any acceleration of maturity of the Notes, all principal of and accrued interest and Liquidated Damages, if any, on the Notes shall be due and payable immediately. Holders of the Notes may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders In the event of a majority in aggregate principal amount declaration of acceleration of the Notes then outstanding by notice to the Trustee may on behalf because an Event of Default has occurred and is continuing as a result of the Holders acceleration of all any Indebtedness described in clause (v) of the preceding paragraph, the declaration of acceleration of the Notes waive any existing Default or Event of Default and its consequences under shall be automatically annulled if the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware holders of any Default Indebtedness described in clause (v) of the preceding paragraph have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (a) the annulment of the acceleration of Notes would not conflict with any judgment or Event decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal or interest on the Issuers are required to deliver to Notes that became due solely because of the Trustee a statement specifying such Default acceleration of the Notes, have been cured or Event of Default and what action the Issuers are taking or propose to take with respect theretowaived.

Defaults and Remedies. Each Events of Default with respect to the following is an Event of DefaultNotes include: (i) default for 30 consecutive days in the payment when due of interest on the Notes, ; (ii) default in payment when due of the principal Reduced Principal Amount of or premium, if any, on the NotesNotes when due at Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Second Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given of such failure to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount in Reduced Principal Amount of the Notes then outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental IndentureIssue Date, if that default: such default (a) is caused by a failure to pay at final stated maturity the principal amount of of, or premium or interest, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity, Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $100.0 50.0 million or more; provided, that if any such default is cured or waived or any such acceleration is rescinded, or such Indebtedness is repaid, within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default under the Indenture and any consequential acceleration of the Notes shall be automatically rescinded; (vi) failure by the Company or any of its Restricted Significant Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 50.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed (including a stay pending appeal) for a period of 60 days or after the date of such final judgment (or, if later, the date when payment is due pursuant to such judgment); (vii) except as permitted by the Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee (other than by reason of release of a Guarantor from its Subsidiary Guarantee in accordance with the terms of the Indenture); (viii) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary as specified in Section 501(8) or 501(9) of the Original Indenture (as amended by Section 6.01 of the Second Supplemental Indenture) and (ix) failure by the Company to satisfy (a) its conversion or payment obligations in accordance with Article 11 of the Second Supplemental Indenture (x) upon a Holder’s exercise of its Significant SubsidiariesEarly Conversion rights or (y) upon the Company’s exercise of its Mandatory Conversion rights, or (b) satisfy its distribution or payment obligations in accordance with Section 4.01 of the Second Supplemental Indenture upon any Reduction, which failure in each case is not cured within three Business Days; or the Company fails to comply with Section 4.22 of the Second Supplemental Indenture. In If any Event of Default occurs and is continuing, the Trustee, by notice to the Company, or the Holders of at least 25% in aggregate Reduced 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. Notwithstanding the preceding, in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary described in Section 501(8) or 501(9) of the Original Indenture (as amended by Section 6.01 of the Second Supplemental Indenture), all outstanding Notes 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount Reduced Principal Amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notesconferred on it. 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 or Event of Default relating to the payment of principal Reduced Principal Amount, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount Reduced 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 past Default or Event of Default with respect to the Notes and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest onthe Reduced Principal Amount of or premium, if any, or interest on the principal of, Notes or conversion of the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and Indenture, and, so long as any Notes are outstanding, the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of DefaultDefault with respect to the Notes, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each (a) Events of Default under the following is an Event of DefaultIndenture include: (i) the failure to pay interest on, or Special Interest, if any, with respect to the Securities, when the same becomes due and payable if such default continues for a period of 30 consecutive days in the payment when due of interest on the Notesdays, (ii) default in payment when due of the failure to pay principal of any Securities when such principal becomes due and payable, at maturity, upon redemption or premium, if any, on the Notes, otherwise; (iii) failure by the Company or any of its Restricted Subsidiaries Subsidiary to comply with Sections 4.16 and 4.10, 4.14 or 5.01 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries Subsidiary for 30 consecutive 60 days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders holder of at least 25% or more of the aggregate principal amount of the Notes outstanding Securities to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or this Note; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee 124 now exists exists, or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a which default shall constitute failure to pay at final stated maturity the principal amount of such Indebtedness prior at Stated Maturity (after giving effect to the expiration of the any applicable grace period provided in such Indebtedness on the date of such default (a “Payment Default”); periods and any extensions thereof) or (b) results in the acceleration of such Indebtedness prior to its express maturity, Stated Maturity and, in each case, the principal amount of any such other Indebtedness, together with the principal amount of any other such Indebtedness under which there has not been a Payment Default paid or the maturity of which has been so accelerated, aggregates $100.0 25.0 million or more, ; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable not subject to appeal aggregating in excess of $100.0 million, 25.0 million (net of applicable insurance coverage which has not been denied is acknowledged in writing by the insurer), which judgments are not paid, discharged or stayed for a period of 60 days following the entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid, discharged or stayed to exceed $25.0 million; (vii) except as permitted by the Indenture, any Guarantee of the Securities of this series by a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, take together would constitute a Significant Subsidiary, or any Person acting on behalf of any Guarantor or Guarantors, , shall deny or disaffirm its obligations under its Guarantee; and (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant the Company's Restricted Subsidiaries. (b) If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by written notice to the Company, may declare all the Securities to be due and payable. In Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Companyinsolvency, all outstanding Notes will Securities shall 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes Securities except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Securities 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 Securities 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 Supplemental Indenture Indenture, except a continuing Default or Event of Default in the payment of interest on, or the principal of, the NotesSecurities. The Issuers are required to Company shall deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company, upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest or Liquidated Damages on the Notes, other than as provided in clause (ii); (ii) default in payment pursuant to the Escrow Agreement or a default in payment when due of the principal of or premium, if any, on the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 Section 4.07, 4.09, 4.10 or 4.15 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in principal amount of the Notes then outstanding voting as a single class to comply with any of their certain other covenants covenants, representations, warranties or other agreements in the Supplemental Indenture, Indenture or the Notes; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental this Indenture, if that default: which default (aA) is caused by a failure to pay at final stated maturity the principal amount of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (bB) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 3.0 million or more, ; (vi) failure by the Company or any of its Restricted Subsidiaries to pay certain final judgments which are non-appealable aggregating in excess for the payment of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed money that remain undischarged for a period of 60 days or days, provided that the aggregate of all such undischarged judgments exceeds $3.0 million; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Under the Indenture, Events of the following is an Event of DefaultDefault include: (ia) default for 30 consecutive days defaults in the payment of the Principal Amount of or premium on any Security when the same becomes due and payable at its Stated Maturity, upon redemption, upon declaration or otherwise; (b) defaults in payment of any interest on (including Additional Interest and Defaulted Interest, if any) when the Notessame becomes due and payable, which default continues for 30 days or more; (c) failure by the Company to comply with any of its agreements in the Security or the Indenture (other than those referred to in clauses (a) and (b) above) and such failure continues for at least 60 days after receipt by the Company of a Notice of Default; (d)(i) defaults by the Company or its Subsidiary in the scheduled payment of principal of any Indebtedness (after giving effect to any applicable grace period) and the aggregate principal amount of such payment defaults at such time exceeds $50,000,000, or (ii) defaults by the Company or any Subsidiary under any Indebtedness, whether such Indebtedness now exists or is created later, which default results in such Indebtedness being accelerated or declared due and payable, and the aggregate principal amount of all Indebtedness so accelerated or so declared due and payable, exceeds $50,000,000, and such acceleration or declaration has not been rescinded or annulled within a period of 10 days after receipt by the Company of a Notice of Default from the Trustee or the Holders specified below; provided, however, that if any such default specified in (d)(i) or (d)(ii) shall be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to have occurred; (e) the rendering of any final judgment or order for the payment when due of money in excess of $50,000,000, either individually or in the principal aggregate (net of or premiumany amounts to the extent that they are covered by insurance), if any, on the Notes, (iii) failure by against the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 which shall not have been paid or discharged, and there shall be any period of 60 consecutive days following the entry of the Supplemental Indenture, (iv) failure by final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to exceed $50,000,000 during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; and (f) certain events of bankruptcy, insolvency or reorganization involving the Company by Company. As set forth in the Indenture, a Default under clause (c) or (d)(ii) of this paragraph 13 is not an Event of Default until the Trustee notifies the Company, or to the Company and the Trustee by the Holders of at least 25% in aggregate Principal Amount of the principal amount Securities at the time outstanding notify the Company and the Trustee, of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Default and the Company does not cure such Default (and such Default is not waived) within the time specified in clause (c) or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created d)(ii) above after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount actual receipt of such Indebtedness prior to notice. Any such notice must specify the expiration of the grace period provided in Default, demand that it be remedied and state that such Indebtedness on the date of such default (notice is a “Payment Notice of Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or notice. If any other an Event of Default occurs and is continuing, the Trustee by written notice to the Issuers Company, or the Holders of at least 25% in principal amount aggregate Principal Amount of the then Securities at the time outstanding Notes by notice to the Issuers Company and the Trustee Trustee, may declare the Principal Amount of the Securities and any accrued and unpaid interest (including Additional Interest and Defaulted Interest, if any) and premium, if any, through the date of declaration on all the Notes Securities to be immediately due and payable. Upon such a declaration, such Principal Amount and such accrued and unpaid interest (including Additional Interest and Defaulted Interest, if any) and premium, if any, shall be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default that would result in the Principal Amount of the Securities and any accrued and unpaid interest on all the Securities (including Additional Interest and Defaulted Interest, if any) and premium, if any, to become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Holder) 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, other than the non-payment of the Principal Amount of the Securities and any accrued and unpaid interest that have become due solely as a result of acceleration, and if all amounts due to the Trustee under Section 7.07 of the Indenture have been paid. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Holders may not enforce the Supplemental Indenture or the Notes Securities except as provided in the Supplemental Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount Principal Amount of the then Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal amounts specified in this clause 13(a) or interest13(b) above) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretointerests.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 100 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, 100 million (net of applicable insurance which has not been denied in writing by the insurer), which judgments are not paid, discharged or stayed for a period of 60 days or days, (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries, (viii) any Note Guarantee of any Guarantor that, taken together with all other such Guarantors, would be a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of the Indenture and such Note Guarantee) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its Note Guarantee with respect to the Notes (other than, in each case, by reason of the Effectiveness Condition not being satisfied or by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee), and (ix) so long as the Security Documents securing the Notes have not otherwise been terminated in accordance with their terms or the Collateral as a whole has not otherwise been released from the Lien of the Security Documents securing the Notes in accordance with the terms thereof, (a) any default by the Company or any Subsidiary in the performance of its obligations under the Security Documents securing the Notes (after the lapse of any applicable grace periods) or the Indenture which adversely affects the enforceability, validity, perfection or priority of the Trustee’s Lien on the Collateral or which adversely affects the condition or value of the Collateral, taken as a whole, in any material respect, (b) repudiation or disaffirmation by the Company or any Subsidiary of its respective obligations under the Security Documents securing the Notes and (c) the determination in a judicial proceeding that the Security Documents securing the Notes are unenforceable or invalid against the Company or any Subsidiary for any reason. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, or interest) if it determines that withholding notice is in their interest, and in such a case the Trustee will note be liable for the absence of action. 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or premium, if any, on, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company Issuers by the Trustee or to the Company Issuers and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 100 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, 100 million (net of applicable insurance which has not been denied in writing by the insurer), which judgments are not paid, discharged or stayed for a period of 60 days or days, (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant SubsidiariesSubsidiaries or (viii) so long as the Pledge Agreement has not otherwise been terminated in accordance with its terms, (a) failure by the Company for 30 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% of the aggregate principal amount of the Notes outstanding to comply with any of the Company’s covenants or agreements in the Pledge Agreement which failure adversely affects the enforceability, validity, perfection or priority of the Trustee’s Lien on the Collateral or (b) repudiation or disaffirmation by the Company of the Pledge Agreement. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest or Liquidated Damages on the Notes, ; (ii) default in payment when due of the principal of or premium, if any, on the NotesNotes when the same becomes due (at maturity, upon redemption or otherwise); (iii) failure by the Company or any of its Restricted Subsidiaries for 30 days after notice to the Company by the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding voting as a single class to comply with Sections 4.07, 4.09, 4.10, 4.14, of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and Section 5.01 of the Supplemental Indenture, ; (ivv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of their certain other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (vvi) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (aA) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (bB) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 15.0 million or more, ; (vivii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable entered by a court or courts of competent jurisdiction aggregating in excess of $100.0 10.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days after any and all rights to appeal such judgment are expired; (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee and (viiviii) certain events of bankruptcy or insolvency described in the Indenture with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiariesSubsidiary. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the 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 the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest or Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium and Liquidated Damages, if any, or interest on, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each of the following is an Event of Default: (i1) default the Company defaults for 30 consecutive days in the payment when due of interest on on, or Liquidated Damages with respect to, the Notes, ; (ii2) default the Company defaults in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Notes, ; (iii3) failure by the Company or any of its Restricted Subsidiaries fails to comply with Sections 4.16 and 5.01 the provisions of Section 4.15 of the Supplemental Indenture, ; (iv4) failure by the Company or any of its Restricted Subsidiaries fails to observe or perform any other covenant, representation, warranty or other agreement in this Indenture or the Second-Lien Security Documents for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the Notes then outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, voting as a single class; (v5) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental this Indenture, if that default: (aA) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”"PAYMENT DEFAULT"); or (bB) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 10.0 million or more, ; (vi6) failure a final non-appealable judgment or final non-appealable judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurerSubsidiaries, which judgment or judgments are not paid, discharged or stayed for a period of 60 days or days; PROVIDED that the aggregate of all such undischarged judgments exceeds $10.0 million; (vii7) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In Restricted Subsidiaries pursuant to or within the case meaning of Bankruptcy Law: (A) commences a voluntary case, (B)consents to the entry of an Event of Default arising from certain events of bankruptcy or insolvency with respect order for relief against it in an involuntary case, (C) consents to the Companyappointment of a custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company or any of its Restricted Subsidiaries in an involuntary case; (B) appoints a custodian of the Company or any of its Restricted Subsidiaries or for all outstanding Notes will become due or substantially all of the property of the Company or any of its Restricted Subsidiaries; or (C) orders the liquidation of the Company or any of its Restricted Subsidiaries; and payable without further action the order or notice. If decree remains unstayed and in effect for 60 consecutive days; (9)any Second-Lien Security Document or any Lien purported to be granted thereby is held in any judicial proceeding to be unenforceable or invalid, in whole or in part, or ceases for any reason (other Event of Default occurs than pursuant to a release that is delivered or becomes effective as set forth in this Indenture) to be fully enforceable and is continuingperfected, the Trustee by and such event continues for 30 days after written notice to the Issuers Company by the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to outstanding, voting as a single class; (10) the Trustee may Company or any of its Restricted Subsidiaries, or any Person acting on behalf of the Holders any of all them, denies or disaffirms, in writing, any obligation of the Notes waive Company or any existing Default of its Restricted Subsidiaries set forth in or Event of Default arising under any Xxxxxx-Xxxx Security Document; or (11) except as permitted by this Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and its consequences under the Supplemental Indenture except a continuing Default effect or Event of Default in the payment of interest onany Guarantor, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware any Person acting on behalf of any Default Guarantor, shall deny or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretodisaffirm its obligations under its Subsidiary Guarantee.

Defaults and Remedies. Each Under the Indenture, Events of the following is an Event of DefaultDefault include in summary form: (i) default for 30 consecutive days in the payment of interest or Special Interest, if any, when due of interest on the Notes, ; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of or premium, if any, on the Notes, ; (iii) the failure by the Company or its Restricted Subsidiaries to comply with their obligations under Sections 3.7, 3.9 or 4.1 of the Indenture; (iv) the failure by the Company or any of its Restricted Subsidiaries to comply for 60 days after notice with Sections 4.16 and 5.01 of its other agreements contained in the Supplemental IndentureIndenture or under the Notes (other than those referred to in (i), (ivii), or (iii) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, above); (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental IndentureIssue Date, if that default: default (a) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or Special Interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturityStated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 25.0 million or more, ; (vi) failure by the Company an Issuer or any of its the Company's Restricted Subsidiaries to pay final judgments which are non-appealable entered by a court or courts of competent jurisdiction aggregating in excess of $100.0 5.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days days, (vii) except as permitted by the Indenture, any Note Guarantee is held in a judicial proceeding to be not enforceable or valid or ceases to be in full force and effect, or any Guarantor or other Person acting on its behalf denies or disaffirms its obligations under its Note Guarantee or (viiviii) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the Company or any a Restricted Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or noticeSubsidiary. If any other an Event of Default occurs and is continuingcontinuing (other than an Event of Default described in clause (vi) above), the Trustee by notice to may, or at the Issuers or written direction of the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may shall declare all the Notes to be due and payable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on on, the Notes, ; (ii) default in the payment when due of the principal of of, or premiumpremium on, if any, on the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries Guarantor for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 2530% of the in aggregate principal amount of the Notes then outstanding to comply with any of their other covenants or the agreements in the Supplemental Indenture (other than a default referred to in clause (i) or (ii) of Section 6.01 of the Indenture, ); (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries Guarantor (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted SubsidiariesGuarantor), whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (aA) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (bB) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates exceeds the greater of (1) 1.5% of Total Assets and (2) $100.0 million 375.0 million; provided that this clause (iv) shall not apply to (a) secured Indebtedness that becomes due as a result of the voluntary sale or moretransfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of the Company; (b) Non-Recourse Debt (except to the extent that the Company or any of the Guarantors that are not parties to such Non-Recourse Debt becomes directly or indirectly liable, including pursuant to any contingent obligation, for any such Non- Recourse Debt and such liability, individually or in the aggregate, exceeds the greater of (vii) failure 1.5% of Total Assets and (ii) $375.0 million); and (c) to the extent constituting Indebtedness, any indemnification, guarantee or other credit support obligations of the Company or any of the Guarantors in connection with any tax equity financing entered into by a non-Guarantor Subsidiary or any standard securitization undertakings by the Company or any of its Restricted Subsidiaries to pay the Guarantors in connection with any securitization or other structured finance transaction entered into by a non-Guarantor Subsidiary; (v) except as permitted by the Supplemental Indenture, any Subsidiary Guarantee of any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary shall be held in any final judgments which are and non-appealable aggregating judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in excess full force and effect or any Guarantor (or any group of $100.0 millionGuarantors) that constitutes a Significant Subsidiary, net or any Person acting on behalf of applicable insurance which has not been denied in writing by the insurerany Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, which judgments are not paid, discharged shall deny or stayed for a period of 60 days disaffirm its or their obligations under its or their Subsidiary Guarantee(s); (viivi) certain events of bankruptcy or insolvency with respect to the Company or any of its the Guarantors that is a Significant Subsidiaries. In Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary: (A) commences a voluntary case, (B) consents to the case entry of an Event of Default arising from certain events of bankruptcy or insolvency with respect order for relief against it in an involuntary case, (C) consents to the Companyappointment of a custodian of it or for all or substantially all of its property, all outstanding Notes will (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due and payable without further action due; or notice. If (vii) a court of competent jurisdiction enters an order or decree under any other Event Bankruptcy Law that: (A) is for relief against the Company or any Guarantor that is a Significant Subsidiary or any group of Default occurs and is continuingGuarantors that, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount taken together, would constitute a Significant Subsidiary; (B) appoints a custodian of the then outstanding Notes by notice to the Issuers and the Trustee may declare Company or Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary or for all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of substantially all of the Notes waive property of the Company or any existing Default Guarantor that is a Significant Subsidiary or Event any group of Default Guarantors that, taken together, would constitute a Significant Subsidiary; or (C) orders the liquidation of the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary; and its consequences under the Supplemental Indenture except a continuing Default order or Event of Default decree remains unstayed and in effect for 60 consecutive days or (viii) the payment of interest onfailure to consummate the Special Partial Mandatory Redemption, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Defaultextent required, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoas described under Section 6 above.

Defaults and Remedies. Each Events of Default include: (1) the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default Company defaults in payment when due and payable, upon redemption, acceleration or otherwise, of the principal of of, or premium, if any, on the Notes, ; (iii2) failure by the Company defaults in the payment when due of interest on or any with respect to the Notes and such default continues for a period of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, 30 days; (iv3) failure by the Company defaults in the performance of, or breaches any covenant, warranty or other agreement contained in, the Indenture (other than a default in the performance or breach of its Restricted Subsidiaries a covenant, warranty or agreement which is specifically dealt with in clause (1) or (2) above) and such default or breach continues for 30 consecutive a period of 60 days after written the notice thereof has been given specified below or 90 days if such default is with respect to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, covenant described under Section 4.3; (v4) a default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (Subsidiary or the payment of which is guaranteed by the Company or any of its Restricted SubsidiariesSubsidiary (other than Indebtedness owed to the Company or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental IndentureIssue Date, if that default: (aA) is caused by a such default either (1) results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or (2) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity and (B) the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregates aggregate $100.0 65.0 million (or more, its foreign currency equivalent) or more at any one time outstanding; (vi5) the failure by the Company or any of its Restricted Subsidiaries Significant Subsidiary to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable 65.0 million (other than any judgments covered by indemnities or insurance which has not been denied in writing policies issued by the insurerreputable and creditworthy companies), which final judgments are not paidremain unpaid, discharged or stayed undischarged and unstayed for a period of more than 60 days after the applicable judgment becomes final and non-appealable; (6) the Guarantee of Parent or (vii) certain events of bankruptcy or insolvency with respect to the Company a Significant Subsidiary that is a Guarantor or any group of its Significant Subsidiaries. In Subsidiaries that are Guarantors and that, taken together as of the case date of an Event the most recent audited financial statements of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due would constitute a Significant Subsidiary ceases to be in full force and payable without further action effect (except as contemplated by the terms hereof) or notice. If Parent or any Guarantor denies or disaffirms its obligations under the Indenture or any Guarantee, other Event than by reason of Default occurs and the release of the Guarantee in accordance with the terms of the Indenture; or (7) (i) the Company, any Restricted Subsidiary that is continuinga Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the Trustee by notice meaning of any Bankruptcy Law: (a) commences a voluntary case, (b) consents to the Issuers or the Holders entry of at least 25% an order for relief against it in principal amount of the then outstanding Notes by notice an involuntary case, (c) consents to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders appointment of a majority in aggregate principal amount custodian of the then outstanding Notes may direct the Trustee in its exercise of any trust it or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default for all 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 substantially all of its property, (d) makes a general assignment for the Notes waive any existing Default or Event benefit of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest oncreditors, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.or (e) generally is not paying its debts as they become due;

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on on, the Notes, ; (ii) default in the payment when due of the principal of of, or premiumpremium on, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries Guarantor for 30 consecutive 45 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the Notes then outstanding to comply with any of their other covenants or the agreements in the Supplemental Indenture (other than a default referred to in clause (i) or (ii) of Section 6.01 of the Indenture, ); (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries Guarantor (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted SubsidiariesGuarantor), whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental this Indenture, if that default: (aA) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (bB) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates exceeds the greater of (1) 1.5% of Total Assets and (2) $100.0 million 75.0 million; provided that this clause (iv) shall not apply to (a) secured Indebtedness that becomes due as a result of the voluntary sale or more, transfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of the Company; and (vib) failure by Non-Recourse Debt of the Company or any of its Restricted Subsidiaries the Guarantors (except to pay final the extent that the Company or any of the Guarantors that are not parties to such Non-Recourse Debt become directly or indirectly liable, including pursuant to any contingent obligation, for any such Non-Recourse Debt and such liability, individually or in the aggregate, exceeds the greater of (i) 1.5% of Total Assets and (ii) $75.0 million); (v) one or more judgments which are non-appealable aggregating for the payment of money in an aggregate amount in excess of the greater of (i) 1.5% of Total Assets and (ii) $100.0 million, net of applicable insurance which has 75.0 million (excluding therefrom any amount reasonably expected to be covered by insurance) shall be rendered against the Company or any Guarantor or Guarantors or any combination thereof and the same shall not have been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment became final and non-appealable; (vi) except as permitted by the Indenture, any Guarantee shall be held in any final and non-appealable 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 group of Guarantors) that, if a Subsidiary of the Company, would constitute a Significant Subsidiary, or any Person acting on behalf of any Guarantor (or any group of Guarantors) that, if a Subsidiary of the Company, would constitute a Significant Subsidiary, shall deny or disaffirm its or their obligations under its or their Subsidiary Guarantee(s); (vii) certain events of bankruptcy or insolvency with respect to the Company or any Guarantor of its Significant Subsidiaries. In the case Company that, if a Subsidiary of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action would constitute a Significant Subsidiary or notice. If any other Event group of Default occurs and is continuingGuarantors of the Company that, if Subsidiaries of the Trustee by notice Company, taken together, would constitute a Significant Subsidiary: (A) commences a voluntary case, (B) consents to the Issuers entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a custodian of it or for all or substantially all of its property, (D) makes a general assignment for the Holders benefit of at least 25% in principal amount its creditors, or (E) generally is not paying its debts as they become due; or (viii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company or any Guarantor of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitationsCompany that, Holders of if a majority in aggregate principal amount Subsidiary of the then outstanding Notes may direct the Trustee in its exercise Company, would constitute a Significant Subsidiary or any group of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount Guarantors of the Notes then outstanding by notice to the Trustee may on behalf Company that, if Subsidiaries of the Holders Company, taken together, would constitute a Significant Subsidiary; (B) appoints a custodian of the Company or any Guarantor of the Company that, if a Subsidiary of the Company, would constitute a Significant Subsidiary or any group of Guarantors of the Company that, if Subsidiaries of the Company, taken together, would constitute a Significant Subsidiary, for all or substantially all of the Notes waive property of the Company or any existing Default such Guarantor; or Event (C) orders the liquidation of Default and its consequences under the Supplemental Indenture except Company or any Guarantor of the Company that, if a continuing Default Subsidiary of the Company, would constitute a Significant Subsidiary or Event any group of Default in Guarantors of the payment Company that, if Subsidiaries of interest onthe Company, or the principal oftaken together, the Notes. The Issuers are required to deliver to the Trustee annually would constitute a statement regarding compliance with the Supplemental Indenture Significant Subsidiary; and the Base Indenture. Upon becoming aware of any Default order or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default decree remains unstayed and what action the Issuers are taking or propose to take with respect theretoin effect for 60 consecutive days.

Defaults and Remedies. Each of the following is constitutes an "Event of Default": (i) default for 30 consecutive days in the payment when due of interest on the Notes, (iia) default in payment when due of the principal (or Accreted Value) of or premium, if any, on the Notes, ; (iiib) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company Holdco or any of its Restricted Subsidiaries for 30 consecutive days after written receipt of notice thereof has been given to the Company by from the Trustee or Holders of at least 25% in Principal Amount at Maturity of the Notes then outstanding to comply with Sections 4.07, 4.09, 4.10 or 4.14 or Article 5 of the Indenture; (c) failure by the Company and or Holdco for 60 days after notice from the Trustee by or the Holders of at least 25% of the principal amount in Principal Amount at Maturity of the Notes then outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (vd) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Holdco or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company Holdco or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenturehereof, if that default: which default (ai) is caused by a failure to pay Indebtedness at its stated final stated maturity the principal amount of such Indebtedness prior (after giving effect to the expiration of the any applicable grace period provided in such Indebtedness on the date of such default Indebtedness) (a “"Payment Default”); ") or (bii) results in the acceleration of such Indebtedness prior to its express maturity, stated final maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 10.0 million or more, ; (vie) failure by the Company Holdco or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, 10.0 million (net of applicable any amounts with respect to which a reputable and creditworthy insurance which company has not been denied acknowledged liability in writing by the insurerwriting), which judgments are not paid, discharged or stayed for a period of 60 days days; (f) except as permitted by the Indenture, the Note Guarantees shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force any effect or the Guarantors, or any Person acting on behalf of the Guarantors, shall deny or disaffirm its obligations under the Note Guarantees; and (viig) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes 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 Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided described in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.