Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, Securities by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Companyan Issuer) occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the outstanding Securities, in each case, by notice to the CompanyIssuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company an Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue shall have any remedy right to institute any proceeding, judicial or otherwise, with respect to the Indenture Indenture, or for the Securities appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 2530% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request within prior to the expiration of such 60-day period. Subject to certain restrictions, the The Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) shall occur and is be continuing, the Trustee or principal of all the Holders Notes may be declared due and payable in the manner and with the effect provided in the Indenture. Upon payment of at least 25% in principal the amount of principal so declared due and payable, all obligations of the outstanding SecuritiesCompany in respect of the payment of the principal of and interest on the Notes shall terminate. No Holder of Notes shall have any right to institute any proceeding, in each casejudicial or otherwise, by notice with respect to the CompanyIndenture, may declare or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy hereunder (except actions for payment of overdue principal of, and premium, if any, and accrued but unpaid or interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcysuch Notes in accordance with its terms), insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given written notice to the Trustee notice that of a continuing Event of Default, specifying an Event of Default is continuingDefault, as required under the Indenture; (ii) the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities Outstanding Notes shall have requested made written request to the Trustee to institute proceedings in writing to pursue respect of such Event of Default in its own name as Trustee under the remedy, Indenture; (iii) such Holder or Holders have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against any lossthe costs, liability or expense, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee has not complied with failed to institute any such request within proceeding for 60 days after the its receipt of the such notice, request and the offer of security or indemnity indemnity; and (v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the outstanding Securities Outstanding Notes, it being understood and intended that no one or more of such Holders shall have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictionsany right in any manner whatever by virtue of, the Holders of a majority in principal amount or by availing of, any provision of the outstanding Securities are given the right Indenture to direct the timeaffect, method and place of conducting any proceeding for any remedy available to the Trustee disturb or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to prejudice the rights of any other Holder of such Holders, or that would involve the Trustee in personal liability. Prior to taking obtain or to seek to obtain priority or preference over any action other of such Holders or to enforce any right under the Indenture, except in the Trustee manner provided in the Indenture and for the equal and ratable benefit of all of such Holders. The foregoing shall be entitled not apply to indemnification satisfactory to it in its sole discretion against all losses any suit instituted by the Holder of this Note for the enforcement of any payment of principal of, and expenses caused by taking premium, if any, or not taking such actioninterest hereon, on or after the respective due dates expressed or provided for herein.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the CompanyIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. At any time after such declaration of acceleration with respect to Securities of this series has been made, but before a judgment or decree for payment of money has been obtained by the Trustee as provided in the Indenture, if all Events of Default with respect to Securities of this series have been cured or waived (other than an the non-payment of principal of the Securities of this series which has become due solely by reason of such declaration of acceleration) then and in every such case, the Holders of a majority in aggregate principal amount of the Outstanding securities of such series may, by written notice to the Company and to the Trustee, rescind and annul such declaration and its consequences on behalf of all of the Holders, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee or for any other remedy thereunder, unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event of Default relating with respect to certain events of bankruptcythe Securities, insolvency or reorganization of the Company(b) and is continuing, the Trustee or the Holders of at least 25not less than 33% or a majority, as applicable, in principal amount of the outstanding Securities, in each case, by notice Securities at the time Outstanding under the Indenture shall have made written request to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Trustee to be due and payable. If an institute proceedings in respect of such Event of Default relating to certain events of bankruptcyas Trustee, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities (c) such Holder shall become immediately due and payable without any declaration or other act on the part of have offered the Trustee or any Holders. Under certain circumstancesindemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, (d) the Trustee shall not have received from the Holders of a majority in principal amount of Securities at the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers time Outstanding under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within and (e) the Trustee for 90 days after its receipt of such 60-day periodnotice and offer of indemnity from the Holder, and request from the Holders, shall have failed to institute any such proceeding. Subject The foregoing shall not apply to certain restrictions, the Holders of a majority suits described in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, including any suit instituted by the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking Holder of this Security for the enforcement of any payment of principal hereof or not taking such actionany premium or interest hereon on or after the respective due dates expressed herein.

Defaults and Remedies. If an Event of Default occurs with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. At any time after such declaration of acceleration with respect to Securities of this series has been made, but before a judgment or decree for payment of money has been obtained by the Trustee as provided in the Indenture, if all Events of Default with respect to Securities of this series have been cured or waived (other than an the non-payment of principal of the Securities of this series which has become due solely by reason of such declaration of acceleration) then, and in every such case, the Holders of a majority in aggregate principal amount of the Outstanding securities of such series may, by written notice to the Company and to the Trustee, rescind and annul such declaration and its consequences on behalf of all of the Holders, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver, or trustee or for any other remedy thereunder, unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event of Default relating with respect to certain events of bankruptcythe securities, insolvency or reorganization of the Company(b) and is continuing, the Trustee or the Holders of at least 25not less than 33% or a majority, as applicable, in principal amount of the outstanding Securities, in each case, by notice Securities at the time Outstanding under the Indenture shall have made written request to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Trustee to be due and payable. If an institute proceedings in respect of such Event of Default relating to certain events of bankruptcyas Trustee, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities (c) such Holder shall become immediately due and payable without any declaration or other act on the part of have offered the Trustee or any Holders. Under certain circumstancesindemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, (d) the Trustee shall not have received from the Holders of a majority in principal amount of Securities at the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers time Outstanding under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within and (e) the Trustee for 90 days after its receipt of such 60-day periodnotice and offer of indemnity from the Holder, and request from the Holders shall have failed to institute any such proceeding. Subject The foregoing shall not apply to certain restrictions, the Holders of a majority suits described in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, including any suit instituted by the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking Holder of this Security for the enforcement of any payment of principal hereof or not taking such actionany premium or interest hereon on or after the respective due dates expressed herein.

Defaults and Remedies. If an any Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency specified under Section 6.01(a)(vii) or reorganization (viii) of the CompanyIndenture with respect to the Company or any Subsidiary Guarantor) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities, in each case, by notice to the Company, may declare the principal of, premium, if anyNotes may, and accrued but unpaid interest on the Trustee at the request of such Holders shall, declare all the Securities Notes to be due and payablepayable immediately. If an In the case of any Event of Default relating to certain arising from the events of bankruptcy, insolvency specified in Section 6.01(a)(vii) or reorganization (viii) of the Indenture with respect to the Company or any Subsidiary Guarantor occurs, the principal of, premium, if any, and accrued and unpaid interest on all the Securities outstanding Notes shall ipso facto become immediately due and payable without any declaration further action or other act on the part of the Trustee or any HoldersNotice. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the its rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i1) such the Holder has previously given gives to the Trustee notice that an of a continuing Event of Default is continuing, Default; (ii2) the Holders of at least 25% in principal amount of the then outstanding Securities have requested Notes make a request to the Trustee in writing to pursue the remedy, ; (iii3) such Holder or Holders have offered offer to the Trustee reasonable security or indemnity satisfactory to the Trustee against any loss, liability or expense, ; (iv4) the Trustee has does not complied comply with such the request within 60 days after the receipt of the request and the offer of security or indemnity indemnity; and (v5) during such 60-day period the Holders of a majority in aggregate principal amount of the then outstanding Securities have Notes do not given give the Trustee a direction inconsistent with such request within such 60-day periodthe request. Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the then outstanding Securities are given the right to 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 it by the TrusteeIndenture. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder Holders, or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event Certain events of bankruptcy or insolvency are Events of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of that will result in the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the Company, may declare the principal of, together with premium, if any, and accrued but and unpaid interest on all the Securities to be thereon, becoming due and payablepayable immediately upon the occurrence of such Events of Default. If an any other Event of Default relating with respect to certain events the Securities occurs and is continuing, then in every such case the Trustee or the Holders of bankruptcy, insolvency or reorganization not less than 25% in aggregate principal amount of the Company occurs, Securities then Outstanding may declare the principal ofamount of all the Securities, together with premium, if any, and accrued and unpaid interest on all the Securities shall become immediately thereon, to be due and payable without immediately in the manner and with the effect provided in the Indenture. Notwithstanding the preceding sentence, however, if at any time after such a declaration or other act on the part of the Trustee or any Holders. Under certain circumstancesacceleration has been made, the Holders of a majority in principal amount of the outstanding Securities Outstanding Securities, by written notice to the Trustee, may rescind such declaration and annul its consequences if the rescission would not conflict with any such acceleration judgment or decree of a court already rendered and if all Events of Default with respect to the Securities and its consequences. If an Event of Default occurs and is continuingSecurities, other than the Trustee shall be under no obligation to exercise any nonpayment of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (premium, if any) , or interest when duewhich has become due solely by such declaration acceleration, no Holder shall have been cured or shall have been waived. No such rescission shall affect any subsequent default or shall impair any right consequent thereon. Holders of Securities may pursue any remedy with respect to not enforce the Indenture or the Securities unless (i) such Holder has previously given except as provided in the Indenture. The Trustee notice that an Event of Default is continuingmay require indemnity or security satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities have not given may direct the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders in its exercise of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionpower.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuers or a Significant Subsidiary) with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the CompanyIssuers and a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuers or a Significant Subsidiary occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of either of the CompanyIssuers) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the Company, Securities may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of either of the Company Issuers occurs, the principal of, premium, if any, of and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuers or a Significant Subsidiary) with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the CompanyIssuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuers or a Significant Subsidiary occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) and is continuing, the Trustee or the Holders holders of at least 2530% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the CompanyIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders holders of at least 2530% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) occurs and is continuing, the Trustee or the Holders holders of at least 2533% in principal amount of all outstanding Notes under the outstanding Securities, in each case, Indenture by notice to the Company, Issuer (with a copy to the Trustee) may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes under the Indenture to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders The holders of a majority in principal amount of all outstanding Notes under the outstanding Securities Indenture may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder No holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders holders of at least 2533% in principal amount of all the outstanding Securities Notes under the Indenture have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of all the outstanding Securities Notes under the Indenture have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of all outstanding Notes under the outstanding Securities Indenture are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of with respect to the CompanyIssuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, Securities by notice to the CompanyIssuer may, may and if such notice is given by the Holders such notice shall be given to the Issuer and the Trustee, declare that the principal of, and the premium, if any, and accrued but unpaid interest on on, all the Securities to is due and payable. Upon such a declaration, such principal and interest shall be due and payablepayable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of with respect to the Company Issuer occurs, the principal of, and the premium, if any, and accrued but unpaid interest on on, all the Securities shall ipso facto become and be immediately due and payable payable, without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given gives the Trustee written notice stating that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the then outstanding Securities have requested make a written request to the Trustee in writing to pursue the remedy, (iii) such Holder or Holders have offered offer to the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has does not complied comply with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the then outstanding Securities have do not given give the Trustee a direction inconsistent with such request within during such 60-day period. Subject to certain restrictionsrestrictions set forth in the Indenture, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or or, subject to the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of Holdings or the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of Holdings or the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the CompanyIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested Notes make a written request to the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an any Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) with respect to this Senior Note occurs and is continuing, then either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, in each case, by notice to the Company, Outstanding Senior Notes may declare the principal ofof all Outstanding Senior Notes, premiumand the interest to the date of acceleration, if any, and accrued but unpaid interest on all the Securities thereon, to be immediately due and payablepayable by notice in writing to the Obligor (and to the Trustee if given by Holders) specifying the Event of Default. If an Event of Default relating to a merger or certain events of bankruptcy, insolvency or reorganization of the Company occurs, then the principal of, premiumamount of all the Senior Notes then Outstanding and interest accrued thereon, if any, will become and interest on all the Securities shall become be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersthe Holders of the Senior Notes, to the full extent permitted by applicable law. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Outstanding Senior Notes may rescind any such acceleration with respect to the Securities Senior Notes and its consequences. If an Event No Holder of Default occurs this Senior Note may institute any action, unless and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless until: (i) such Holder has previously given the Trustee written notice that an of a continuing Event of Default is continuing, with respect to the Senior Notes; (ii) the Holders of at least 25% in aggregate principal amount of the outstanding Securities Outstanding Senior Notes have requested made a written request to the Trustee to institute proceedings in writing to pursue the remedy, respect of such Event of Default in its own name as Trustee hereunder; (iii) such Holder or Holders has or have offered the Trustee such reasonable security or indemnity against any lossthe costs, liability or expense, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee has not complied with failed to institute any such request within proceeding for 60 days after the its receipt of the such notice, request and the offer of security or indemnity indemnity; and (v) no inconsistent direction has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionOutstanding Senior Notes.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Companyan Issuer) occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the outstanding Securities, in each case, by notice to the CompanyIssuers, may declare the principal of, premium, if any, and accrued but unpaid interest (including Additional Interest, if any) on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company an Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue shall have any remedy right to institute any proceeding, judicial or otherwise, with respect to the Indenture Indenture, or for the Securities appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 2530% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request within prior to the expiration of such 60-day period. Subject to certain restrictions, the The Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee by notice to the Company or the Holders holders of at least 25% in principal amount of the outstanding Securities, in each case, Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders The holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under vested in it by the Indenture at the request or direction of any of the Holders holders pursuant to the Indenture, unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any lossthe costs, liability expenses and liabilities which might be Incurred by it in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 25% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders The holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee by notice to the Company or the Holders holders of at least 25% in principal amount of the outstanding Securities, in each case, Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under vested in it by the Indenture at the request or direction of any of the Holders holders pursuant to the Indenture, unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any lossthe costs, liability expenses and liabilities which might be incurred by it in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 25% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders The holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified, or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcyspecified in Section 8.1(vii), insolvency (viii) or reorganization (xi) of the CompanyIndenture) occurs and is continuingcontinuing with respect to Outstanding Securities of any series, the Trustee or the Holders of at least 25% in of the principal amount of the outstanding Securities, in each case, Outstanding Securities of such series by notice to the Company, Company (and to the Trustee if such notice is given by the Holders) may declare the principal of, premium, if any, amount and accrued but unpaid interest on all the Securities of that series to be immediately due and payable. If an Event of Default relating to certain events of bankruptcyspecified in Section 8.1(vii), insolvency (viii) or reorganization (xi) of the Company Indenture occurs, the principal of, premium, if any, amount and accrued interest on all the Securities shall ipso facto become and be immediately due and payable on all Outstanding Securities without any declaration or other act on the part of the Trustee or any HoldersHolder. Under certain circumstances, the The Holders of a majority in principal amount of the outstanding then Outstanding Securities of any series by notice to the Trustee and the Company may rescind any such an acceleration and its consequences with respect to such series if the Company has paid or deposited with the Trustee a sum sufficient to pay all amounts due on Securities of that series, other than amounts due by declaration of acceleration, and all existing Events of Default, other than the nonpayment of the principal of the Securities and its consequencesof that series which have became due solely by such declaration of acceleration have been cured or waived. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the The Holders of a majority in principal amount of the outstanding Outstanding Securities of any series also have the right to waive certain past defaults under the Indenture with respect to such series, except a default in the payment of the principal of, premium, if any, or interest on any Security of such series, or in respect of a covenant or a provision which cannot given be modified or amended without the consent of all Holders of Securities of such series. Holders of Securities of any series may not enforce the Indenture or the Securities of such series except as provided in the Indenture. The Trustee a direction inconsistent with such request within such 60-day periodmay refuse to enforce the Indenture or the Securities of any series unless it receives reasonable indemnity or security. Subject to certain restrictionslimitations, the Holders of a majority in principal amount of the outstanding Securities are given the right to of any series may direct the time, method and place Trustee in its exercise of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trusteepower. The Trustee, however, Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights withhold from Holders of Securities of any other Holder series notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that would involve the Trustee withholding notice is in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actiontheir interest.

Defaults and Remedies. If an Event of Default occurs (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) occurs and is continuing, the Trustee or the Holders holders of at least 2530% in principal amount of the outstanding Securities, in each case, Notes by notice to the Company, Issuers may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder No holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders holders of at least 2530% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an any Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) with respect to this Senior Note occurs and is continuing, then either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, in each case, by notice to the Company, Outstanding Senior Notes may declare the principal ofof all Outstanding Senior Notes, premiumand the interest to the date of acceleration, if any, and accrued but unpaid interest on all the Securities thereon, to be immediately due and payablepayable by notice in writing to the Issuer (and to the Trustee if given by Holders) specifying the Event of Default. If an Event of Default relating to a merger or certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, then the principal of, premiumamount of all the Senior Notes then Outstanding and interest accrued thereon, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersthe Holders of the Senior Notes, to the full extent permitted by applicable law. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Outstanding Senior Notes may rescind any such acceleration with respect to the Securities Senior Notes and its consequences. If an Event No Holder of Default occurs this Senior Note may institute any action, unless and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless until: (i) such Holder has previously given the Trustee written notice that an of a continuing Event of Default is continuing, with respect to the Senior Notes; (ii) the Holders of at least 25% in aggregate principal amount of the outstanding Securities Outstanding Senior Notes have requested made a written request to the Trustee to institute proceedings in writing to pursue the remedy, respect of such Event of Default in its own name as Trustee hereunder; (iii) such Holder or Holders has or have offered the Trustee reasonable Trustee, and if requested, provided indemnity or security or indemnity reasonably satisfactory against any lossthe costs, liability or expense, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee has not complied with failed to institute any such request within proceeding for 60 days after the its receipt of the such notice, request and the offer of security or indemnity indemnity; and (v) no inconsistent direction has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionOutstanding Senior Notes.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating pursuant to certain events of bankruptcy, insolvency Section 6.01(g) or reorganization of the Company(h)) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the Company, Notes may declare the principal of, premium, premium if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. If a Default occurs and is continuing and is actually known to the Trustee, the Trustee must mail to each Holder notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or written notice of it is received by the Trustee. Except in the case of a Default in the payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the interests of the Noteholders. In addition, the Company is required to deliver, to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Event of Default that occurred during the previous year. The Company also is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action the Company is taking or proposes to take in respect thereof.

Defaults and Remedies. If an any Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyObligor) with respect to this Senior Note occurs and is continuing, then either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, in each case, by notice to the Company, Outstanding Senior Notes may declare the principal ofof all Outstanding Senior Notes, premiumand the interest to the date of acceleration, if any, and accrued but unpaid interest on all the Securities thereon, to be immediately due and payablepayable by notice in writing to the Obligor (and to the Trustee if given by Holders) specifying the Event of Default. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Obligor occurs, then the principal of, premiumamount of all the Senior Notes then Outstanding and interest accrued thereon, if any, will become and interest on all the Securities shall become be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersthe Holders of the Senior Notes, to the fullest extent permitted by applicable law. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Outstanding Senior Notes may rescind any such acceleration with respect to the Securities Senior Notes and its consequences. If an Event No Holder of Default occurs this Senior Note may institute any action, unless and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless until: (i) such Holder has previously given the Trustee written notice that an of a continuing Event of Default is continuing, with respect to the Senior Notes; (ii) the Holders of at least 25% in aggregate principal amount of the outstanding Securities Outstanding Senior Notes have requested made a written request to the Trustee to institute proceedings in writing to pursue the remedy, respect of such Event of Default in its own name as Trustee hereunder; (iii) such Holder or Holders has or have offered the Trustee reasonable such indemnity and/or security or indemnity satisfactory to the Trustee against any lossthe losses, liability or expensecosts, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee has not complied with failed to institute any such request within proceeding for 60 days after the its receipt of the such notice, request and the offer of security or indemnity and/or security; and (v) no inconsistent direction has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the outstanding Securities have Outstanding Senior Notes. These limitations do not given the Trustee apply to a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders suit instituted by a Holder of a majority in principal amount any Senior Notes for enforcement of payment of the outstanding Securities are given principal of, and premium, if any, or interest on, such Senior Notes on or after the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee respective due dates expressed in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionSenior Notes.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders holders of at least 2530% in principal amount of the outstanding Securities, in each case, Notes by notice to the CompanyIssuer with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such notification of such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture or the Security Documents at the written request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture Indenture, the Notes or the Securities Security Documents unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 2530% in principal amount of the outstanding Securities Notes have requested in writing that the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such holders) or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyHoldings) occurs and is continuing, the Trustee by notice to the Issuer or the Holders holders of at least 2530% in principal amount of the outstanding Securities, in each case, Notes by notice to the CompanyIssuer with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture or the Security Documents at the written request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 2530% in principal amount of the outstanding Securities Notes have requested in writing that the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If Except as specified in the Indenture, if an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities, in each case, by notice to the Company, Notes may declare the principal of, premium, if any, amount of the Notes and accrued but and unpaid interest on all the Securities outstanding Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, amount of the Notes and accrued and unpaid interest on all the Securities outstanding Notes shall automatically become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in aggregate principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and expense. Subject to certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when dueexceptions, no Holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder has previously given the Trustee written notice that of an Event of Default is continuingDefault, (ii) the Holders of at least 25% in aggregate principal amount of the outstanding Securities Notes have requested made a written request to the Trustee in writing to pursue the remedy, (iii) such Holders have remedy and offered the Trustee reasonable security or indemnity against any losscosts, liability or expenseexpense of the Trustee, (iii) the Trustee fails to comply with such request within 60 calendar days after receipt of such request and the offer of indemnity and (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) received an inconsistent direction from the Holders of a majority in aggregate principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day periodNotes. Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding proceedings for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liabilityliability or expense for which the Trustee has not received adequate indemnity as determined by it in good faith; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. No reference herein to the Indenture and no provision of this Note or of the Indenture shall impair, as among the Company and the Holder of the Notes, the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, at the rate and in the coin or currency herein and in the Indenture prescribed.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuers) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the CompanyIssuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an any Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) with respect to this Senior Note occurs and is continuing, then either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, in each case, by notice to the Company, Outstanding Senior Notes may declare the principal ofof all Outstanding Senior Notes, premiumand the interest to the date of acceleration, if any, and accrued but unpaid interest on all the Securities thereon, to be immediately due and payablepayable by notice in writing to the Obligor (and to the Trustee if given by Holders) specifying the Event of Default. If an Event of Default relating to a merger or certain events of bankruptcy, insolvency or reorganization of the Company occurs, then the principal of, premiumamount of all the Senior Notes then Outstanding and interest accrued thereon, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersthe Holders of the Senior Notes, to the full extent permitted by applicable law. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Outstanding Senior Notes may rescind any such acceleration with respect to the Securities Senior Notes and its consequences. If an Event No Holder of Default occurs this Senior Note may institute any action, unless and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless until: (i) such Holder has previously given the Trustee written notice that an of a continuing Event of Default is continuing, with respect to the Senior Notes; (ii) the Holders of at least 25% in aggregate principal amount of the outstanding Securities Outstanding Senior Notes have requested made a written request to the Trustee to institute proceedings in writing to pursue the remedy, respect of such Event of Default in its own name as Trustee hereunder; (iii) such Holder or Holders has or have offered the Trustee such reasonable security or indemnity against any lossthe costs, liability or expense, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee has not complied with failed to institute any such request within proceeding for 60 days after the its receipt of the such notice, request and the offer of security or indemnity indemnity; and (v) no inconsistent direction has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionOutstanding Senior Notes.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, Securities by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Administrative Agent under the Credit Agreement and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuers) occurs and is continuing, the Trustee by notice to the Issuers or the Holders holders of at least 2530% in principal amount of the outstanding Securities, in each case, Notes by notice to the CompanyIssuers, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness (as defined in the Indenture) remains outstanding, no such acceleration shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Issuers and the Representative under the First Lien Credit Agreement (as defined in the Indenture) and (2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company an Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders holders of at least 2530% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an any Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyObligor) with respect to this Senior Note occurs and is continuing, then either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, in each case, by notice to the Company, Outstanding Senior Notes may declare the principal ofof all Outstanding Senior Notes, premiumand the interest to the date of acceleration, if any, and accrued but unpaid interest on all the Securities thereon, to be immediately due and payablepayable by notice in writing to the Obligor (and to the Trustee if given by Holders) specifying the Event of Default. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Obligor occurs, then the principal of, premiumamount of all the Senior Notes then Outstanding and interest accrued thereon, if any, will become and interest on all the Securities shall become be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersthe Holders of the Senior Notes, to the fullest extent permitted by applicable law. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Outstanding Senior Notes may rescind any such acceleration with respect to the Securities Senior Notes and its consequences. If an Event No Holder of Default occurs this Senior Note may institute any action, unless and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless until: (i) such Holder has previously given the Trustee written notice that an of a continuing Event of Default is continuing, with respect to the Senior Notes; (ii) the Holders of at least 25% in aggregate principal amount of the outstanding Securities Outstanding Senior Notes have requested made a written request to the Trustee to institute proceedings in writing to pursue the remedy, respect of such Event of Default in its own name as Trustee hereunder; (iii) such Holder or Holders has or have offered the Trustee reasonable such indemnity or security or indemnity satisfactory to the Trustee against any lossthe losses, liability or expensecosts, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee has not complied with failed to institute any such request within proceeding for 60 days after the its receipt of the such notice, request and the offer of security or indemnity indemnity; and (v) no inconsistent direction has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the outstanding Securities have Outstanding Senior Notes. These limitations do not given the Trustee apply to a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders suit instituted by a Holder of a majority in principal amount any Senior Notes for enforcement of payment of the outstanding Securities are given principal of, and premium, if any, or interest on, such Senior Notes on or after the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee respective due dates expressed in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionSenior Notes.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the CompanyIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security secu- rity against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) and is continuing, the Trustee or the Holders holders of at least 2530% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the CompanyIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders holders of at least 2530% in principal amount of the outstanding Securities Notes of the applicable series have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes of the applicable series have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an any Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency specified under Section 6.01(a)(viii) or reorganization (ix) of the CompanyIndenture with respect to the Company or any Subsidiary Guarantor) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities, in each case, by notice to the Company, may declare the principal of, premium, if anyNotes may, and accrued but unpaid interest on the Trustee at the request of such Holders shall, declare all the Securities Notes to be due and payablepayable immediately. If an In the case of any Event of Default relating to certain arising from the events of bankruptcy, insolvency specified in Section 6.01(a)(viii) or reorganization (ix) of the Indenture with respect to the Company or any Subsidiary Guarantor occurs, the principal of, premium, if any, and accrued and unpaid interest on all the Securities outstanding Notes shall ipso facto become immediately due and payable without any declaration further action or other act on the part of the Trustee or any HoldersNotice. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the its rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i1) such the Holder has previously given gives to the Trustee notice that an of a continuing Event of Default is continuing, Default; (ii2) the Holders of at least 25% in principal amount of the then outstanding Securities have requested Notes make a request to the Trustee in writing to pursue the remedy, ; (iii3) such Holder or Holders have offered offer to the Trustee reasonable security or indemnity satisfactory to the Trustee against any loss, liability or expense, ; (iv4) the Trustee has does not complied comply with such the request within 60 days after the receipt of the request and the offer of security or indemnity indemnity; and (v5) during such 60-day period the Holders of a majority in aggregate principal amount of the then outstanding Securities have Notes do not given give the Trustee a direction inconsistent with such request within such 60-day periodthe request. Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the then outstanding Securities are given the right to 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 it by the TrusteeIndenture. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder Holders, or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization as a result of the Companybankruptcy provisions or the winding up provisions) and is continuing, the Trustee or the Holders of at least 2525 % in aggregate principal amount of the Securities then outstanding Securities, in each case, by notice to the Company, Issuer may declare the principal of, premium, if any, or and accrued but unpaid interest on all the Securities to be due and payablepayable in the manner, at the time and with the effect provided in the Indenture. If an Event of Default relating to certain events of bankruptcy, insolvency the bankruptcy provisions or reorganization of the Company occurswinding up provisions, the unpaid principal of, premium, if any, of and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the Securities then outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If Subject to the provisions of each Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the such Indenture at the request or direction of any of the Holders of the Securities unless such Holders have the Trustee has been offered an indemnity or security satisfactory to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.unless:

Defaults and Remedies. If an Event of Default occurs (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) occurs and is continuing, the Trustee or the Holders holders of at least 25% in principal amount of the outstanding Securities, in each case, Notes by notice to the Company, Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders holders of at least 2530% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) occurs and is continuing, the Trustee or the Holders holders of at least 2530% in principal amount of the outstanding Securities, in each case, Notes by notice to the Company, Issuers may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders holders of at least 2530% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, Securities by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Administrative Agent under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an any Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency specified under Section 6.01(a)(ix) or reorganization (x) of the CompanyIndenture with respect to the Company or any Subsidiary Guarantor) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities, in each case, by notice to the Company, may declare the principal of, premium, if anyNotes may, and accrued but unpaid interest on the Trustee at the request of such Holders shall, declare all the Securities Notes to be due and payablepayable immediately. If an In the case of any Event of Default relating to certain arising from the events of bankruptcy, insolvency specified in Section 6.01(a)(ix) or reorganization (x) of the Indenture with respect to the Company or any Subsidiary Guarantor occurs, the principal of, premium, if any, and accrued and unpaid interest on all the Securities outstanding Notes shall ipso facto become immediately due and payable without any declaration further action or other act on the part of the Trustee or any HoldersNotice. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the its rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i1) such the Holder has previously given gives to the Trustee notice that an of a continuing Event of Default is continuing, Default; (ii2) the Holders of at least 25% in principal amount of the then outstanding Securities have requested Notes make a request to the Trustee in writing to pursue the remedy, ; (iii3) such Holder or Holders have offered offer to the Trustee reasonable security or indemnity satisfactory to the Trustee against any loss, liability or expense, ; (iv4) the Trustee has does not complied comply with such the request within 60 days after the receipt of the request and the offer of security or indemnity indemnity; and (v5) during such 60-day period the Holders of a majority in aggregate principal amount of the then outstanding Securities have Notes do not given give the Trustee a direction inconsistent with such request within such 60-day periodthe request. Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the then outstanding Securities are given the right to 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 it by the TrusteeIndenture. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or Indenture, that the Trustee determines is may be unduly prejudicial to the rights of any other Holder Holders, or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyCompany or any Significant Subsidiary) and is continuing, the Trustee or the Holders holders of at least 2530% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the CompanyIssuers, may declare the principal of, premium, if any, and accrued but unpaid interest on on, all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company any Issuer occurs, the principal of, premium, if any, and interest on on, all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee, in its sole discretion, against any loss, liability or expense and certain other conditions are complied withsuch request is otherwise in compliance with the terms of the Indenture. Except to enforce the right to receive payment of principal, premium (if any) principal or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders holders of at least 2530% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to the Trustee, in its sole discretion, against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liabilityliability or expense for which it is not adequately indemnified. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Companyeither Issuer) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the outstanding Securities, in each case, by notice to the CompanyIssuers, may declare the principal Accreted Value of, premium, if any, and accrued but unpaid interest interest, if any, on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company either Issuer occurs, the principal Accreted Value of, premium, if any, and interest interest, if any, on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in aggregate principal amount at maturity of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders Issuers unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principalAccreted Value, premium (premium, if any) , or interest interest, if any, when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in aggregate principal amount at maturity of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in aggregate principal amount at maturity of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in aggregate principal amount at maturity of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the CompanyIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on on, all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on on, all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) principal or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity reasonably satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) occurs and is continuing, the Trustee by written notice to the Issuer or the Holders of at least 2530% in of the aggregate principal amount of the outstanding Securities, in each case, Securities by written notice to the CompanyIssuer and the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest interest, on all the Securities to be due and payable. Upon such a declaration, such principal and interest, will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such an acceleration with respect to the Securities and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity and/or security (which may include pre-funding) satisfactory to it against all losses, liabilities and expenses which might be Incurred by it in compliance with such request or security against any loss, liability or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such the Holder has previously given gives to the Trustee written notice stating that an Event of Default is continuing, (ii) the Holders of at least 2530% in of the aggregate principal amount of the Securities then outstanding Securities have requested make a written request to the Trustee in writing to pursue the remedy, (iii) such Holder or Holders have offered offer to the Trustee reasonable security or indemnity (which may include pre-funding) satisfactory to it against any loss, liability or expense, (iv) the Trustee has does not complied comply with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have do not given give the Trustee a direction inconsistent with such the request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the Securities then outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any action or forbearance is unduly prejudicial to such Holders) or that would involve the Trustee in personal liability, provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification and/or security (which may include pre-funding) satisfactory to it in its sole discretion against all losses losses, liabilities and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee by notice to the Company or the Holders holders of at least 25% in principal amount of the outstanding Securities, in each case, Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders The holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under vested in it by the Indenture at the request or direction of any of the Holders holders pursuant to the Indenture, unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any lossthe costs, liability expenses and liabilities which might be Incurred by it in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 25% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders The holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) with respect to Securities of this series occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, Securities of this series by notice to the CompanyCompany and the Trustee, may declare the principal of, premium, if any, and accrued but and unpaid interest interest, and any other monetary obligations on all the Securities of this series to be due and payablepayable immediately. Upon the effectiveness of such declaration, such principal, premium, interest and other monetary obligations will be due and payable immediately. If an Event of Default relating to certain events of a bankruptcy, insolvency or reorganization of the Company occursoccurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest and any other monetary obligations on all the Securities shall of this series will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities of this series may rescind any such acceleration with respect to the Securities of this series and its consequences. If an Event As provided in and subject to the provisions of Default occurs and is continuingthe Indenture, the Trustee Holder of this Security shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders not have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue institute any remedy proceeding with respect to the Indenture or for the Securities appointment of a receiver or trustee or for any other remedy thereunder, unless (i) such Holder has shall have previously given the Trustee written notice that an of a continuing Event of Default is continuingwith respect to the Securities of this series, (ii) the Holders of at least not less than 25% in principal amount of the outstanding Securities of this series at the time Outstanding shall have requested made written request to the Trustee to institute proceedings in writing to pursue the remedy, (iii) respect of such Holders have Event of Default as Trustee and offered the Trustee reasonable security indemnity, security, or indemnity both, satisfactory to the Trustee, against any lossthe costs, liability or expenseexpenses and liabilities to be incurred in compliance with such request, (iv) and the Trustee has shall not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) have received from the Holders of a majority in principal amount of Securities of this series at the outstanding Securities have not given the Trustee time Outstanding a direction inconsistent with such request within sixty (60) days after receipt of such 60-day period. Subject to certain restrictionsnotice, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled have failed to indemnification satisfactory institute any such proceeding for sixty (60) days after receipt of such notice, request and offer of indemnity and/or security. The foregoing shall not apply to it in its sole discretion against all losses and expenses caused any suit instituted by taking the Holder of this Security for the enforcement of any payment of principal hereof or not taking such actionany premium or interest hereon on or after the respective due dates expressed herein.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuers) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by written notice to the CompanyIssuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency specified in Section 6.01(f) or reorganization (g) of the CompanyIndenture with respect to the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders holders of at least 2530% in principal amount of the outstanding Securities, in each case, Notes by notice to the CompanyIssuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency specified in Section 6.01(f) or reorganization (g) of the Company Indenture with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under vested in it by the Indenture at the request or direction of any of the Holders holders pursuant to the Indenture, unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any lossthe costs, liability expenses and liabilities which might be incurred by it in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 2530% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders The holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified, or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuers) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the CompanyIssuers or the holders of at least 30% in aggregate principal amount of outstanding Notes by notice to the Issuers, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company an Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture or the Security Documents at the written request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 2530% in aggregate principal amount of the outstanding Securities Notes have requested in writing that the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the CompanyIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payablepayable provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Issuer and the Representative under the Credit Facilities and (2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal, premium, if any, and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to the Trustee against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal or financial liability. Prior to taking any action under the IndentureIndenture at the instruction of Holders in respect of an Event of Default, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating related to (x) certain events of bankruptcy, insolvency or reorganization with respect to BP I, BP II, an Issuer or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer or (y) Section 6.01(c) of the CompanySenior Notes Indenture with respect to BP I’s, BP II’s or any Restricted Subsidiary’s failure to comply with its obligations under Section 4.13(a) of the Senior Notes Indenture) occurs and is continuing, the Trustee or the Holders holders of at least 25% in principal amount of the outstanding Securities, in each case, Senior Notes by notice to the Company, Trustee and the Issuers may declare the principal of, premium, if any, and accrued but unpaid interest (including additional interest, if any) on all the Securities Senior Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to (i) certain events of bankruptcy, insolvency or reorganization with respect to BP I, BP II, an Issuer or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer or (ii) Section 6.01(c) of the Company Senior Notes Indenture with respect to BP I’s, BP II’s or any Restricted Subsidiary’s failure to comply with its obligations under Sections 4.13(a) of the Senior Notes Indenture occurs, the principal of, premium, if any, and interest on all the Securities shall Senior Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the The Holders of a majority in principal amount of the outstanding Securities Senior Notes 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 have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such acceleration with respect rescission shall affect any subsequent Default or impair any right consequent thereto. Subject to provisions of the Senior Notes Indenture relating to the Securities and its consequences. If duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall will be under no obligation to exercise any of the rights or powers under the Senior Notes Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Senior Notes Indenture or the Securities Senior Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities Senior Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Senior Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Senior Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Senior Notes Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Senior Notes Indenture, the Trustee shall will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event Certain events of bankruptcy or insolvency are Events of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of that will result in the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the Company, may declare the principal of, together with premium, if any, and accrued but and unpaid interest on all the Securities to be and Special Interest, if any, thereon, becoming due and payablepayable immediately upon the occurrence of such Events of Default. If an any other Event of Default relating with respect to certain events the Securities occurs and is continuing, then in every such case the Trustee or the Holders of bankruptcy, insolvency or reorganization not less than 25% in aggregate principal amount of the Company occurs, Securities then outstanding may declare the principal ofamount of all the Securities, together with premium, if any, and accrued and unpaid interest on all the Securities shall become immediately and Special Interest, if any, thereon, to be due and payable without immediately in the manner and with the effect provided in the Indenture. Notwithstanding the preceding sentence, however, if at any time after such a declaration or other act on the part of the Trustee or any Holders. Under certain circumstancesacceleration has been made, the Holders of a majority in principal amount of the outstanding Securities Securities, by written notice to the Trustee, may rescind such declaration and annul its consequences if the rescission would not conflict with any such acceleration judgment or decree of a court already rendered and if all Events of Default with respect to the Securities and its consequences. If an Event of Default occurs and is continuingSecurities, other than the Trustee shall be under no obligation to exercise any nonpayment of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (premium, if any) , or interest when dueand Special Interest, no Holder if any, which has become due solely by such declaration acceleration, shall have been cured or shall have been waived. No such rescission shall affect any subsequent default or shall impair any right consequent thereon. Holders of Securities may pursue any remedy with respect to not enforce the Indenture or the Securities unless (i) such Holder has previously given except as provided in the Indenture. The Trustee notice that an Event of Default is continuingmay require indemnity or security satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities have not given may direct the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders in its exercise of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionpower.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency specified in Section 6.01(f) or reorganization (g) of the CompanyIndenture with respect to the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders holders of at least 25% in principal amount of the outstanding Securities, in each case, Notes by notice to the CompanyIssuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency specified in Section 6.01(f) or reorganization (g) of the Company Indenture with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under vested in it by the Indenture at the request or direction of any of the Holders holders pursuant to the Indenture, unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any lossthe costs, liability expenses and liabilities which might be incurred by it in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 25% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders The holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified, or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) and is continuing, the Trustee or the Holders holders of at least 2530% in principal amount of the outstanding SecuritiesNotes of such series, in each case, by notice to the CompanyIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders holders of at least 2530% in principal amount of the outstanding Securities Notes of the applicable series have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes of the applicable series have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating specified in Section 6.01(f) or (g) in the Indenture with respect to certain events of bankruptcy, insolvency the Company or reorganization of the CompanyIssuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the CompanyIssuer or the holders of at least 30% in aggregate principal amount of outstanding Notes by notice to the Issuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency specified in Section 6.01(f) or reorganization (g) of the Indenture with respect to the Company or the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture or the Security Documents at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any lossthe costs, liability expenses and liabilities which might be incurred by it in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 2530% in aggregate principal amount of the outstanding Securities Notes have requested in writing the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such written request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified, or subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such holders) or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuers) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the CompanyIssuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of with respect to the CompanyIssuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, Securities by notice to the CompanyIssuer may, may and if such notice is given by the Holders such notice shall be given to the Issuer and the Trustee, declare that the principal of, and the premium, if any, and accrued but unpaid interest on on, all the Securities to and any related fees contemplated by the Indenture is due and payable. Upon such a declaration, such principal and interest and any related fees contemplated by the Indenture shall be due and payablepayable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of with respect to the Company Issuer occurs, the principal of, and the premium, if any, and accrued but unpaid interest on on, all the Securities and any related fees contemplated by the Indenture shall ipso facto become and be immediately due and payable payable, without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest and any related fees contemplated by the Indenture when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given gives the Trustee written notice stating that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the then outstanding Securities have requested make a written request to the Trustee in writing to pursue the remedy, (iii) such Holder or Holders have offered offer to the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has does not complied comply with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the then outstanding Securities have do not given give the Trustee a direction inconsistent with such request within during such 60-day period. Subject to certain restrictionsrestrictions set forth in the Indenture, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or or, subject to the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an any Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyObligor) with respect to this Senior Note occurs and is continuing, then either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, in each case, by notice to the Company, Outstanding Senior Notes may declare the principal ofof all Outstanding Senior Notes, premiumand the interest to the date of acceleration, if any, and accrued but unpaid interest on all the Securities thereon, to be immediately due and payablepayable by notice in writing to the Obligor (and to the Trustee if given by Holders) specifying the Event of Default. If an Event of Default relating to a merger or certain events of bankruptcy, insolvency or reorganization of the Company Obligor occurs, then the principal of, premiumamount of all the Senior Notes then Outstanding and interest accrued thereon, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersthe Holders of the Senior Notes, to the fullest extent permitted by applicable law. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Outstanding Senior Notes may rescind any such acceleration with respect to the Securities Senior Notes and its consequences. If an Event No Holder of Default occurs this Senior Note may institute any action, unless and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless until: (i) such Holder has previously given the Trustee written notice that an of a continuing Event of Default is continuing, with respect to the Senior Notes; (ii) the Holders of at least 25% in aggregate principal amount of the outstanding Securities Outstanding Senior Notes have requested made a written request to the Trustee to institute proceedings in writing to pursue the remedy, respect of such Event of Default in its own name as Trustee hereunder; (iii) such Holder or Holders has or have offered the Trustee such reasonable security or indemnity against any lossthe costs, liability or expense, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee has not complied with failed to institute any such request within proceeding for 60 days after the its receipt of the such notice, request and the offer of security or indemnity indemnity; and (v) no inconsistent direction has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionOutstanding Senior Notes.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee by notice to the Company or the Holders holders of at least 25% in principal amount of the outstanding Securities, in each case, Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders The holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under vested in it by the Indenture at the request or direction of any of the Holders holders pursuant to the Indenture, unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any lossthe costs, liability expenses and liabilities which might be Incurred by it in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 25% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders The holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder (it being understood that the Trustee shall have no obligation to ascertain whether or not such actions or forbearances are unduly prejudicial to any other holder) or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If Except as specified in the Indenture, if an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer or the Guarantor) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities, in each case, by notice to the Company, Notes may declare the principal of, premium, if any, amount of the Notes and accrued but and unpaid interest on all the Securities outstanding Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer or the Guarantor occurs, the principal of, premium, if any, amount of the Notes and accrued and unpaid interest on all the Securities outstanding Notes shall automatically become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in aggregate principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security reasonably satisfactory to it against any loss, liability or expense and expense. Subject to certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when dueexceptions, no Holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder has previously given the Trustee written notice that of an Event of Default is continuingDefault, (ii) the Holders of at least 25% in aggregate principal amount of the outstanding Securities Notes have requested made a written request to the Trustee in writing to pursue the remedyremedy and offered security or indemnity reasonably satisfactory to it against any costs, liability or expense of the Trustee, (iii) such Holders have offered the Trustee reasonable security or fails to comply with such request within 60 calendar days after receipt of such request and the offer of indemnity against any loss, liability or expense, and (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) received an inconsistent direction from the Holders of a majority in aggregate principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day periodNotes. Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding proceedings for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liabilityliability or expense for which the Trustee has not received adequate indemnity as determined by it in good faith; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. No reference herein to the Indenture and no provision of this Note or of the Indenture shall impair, as among the Issuer and the Holder of the Notes, the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, at the rate and in the coin or currency herein and in the Indenture prescribed.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Companyeither Issuer) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the outstanding Securities, in each case, by notice to the CompanyIssuers, may declare the principal Accreted Value of, premium, if any, and accrued but unpaid interest interest, if any, on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company either Issuer occurs, the principal Accreted Value of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in aggregate principal amount at maturity of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders Issuers unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principalAccreted Value, premium (premium, if any) , or interest interest, if any, when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in aggregate principal amount at maturity of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in aggregate principal amount at maturity of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in aggregate principal amount at maturity of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) occurs and is continuing, the Trustee by written notice to the Issuer or the Holders of at least 2530% in of the aggregate principal amount of the outstanding Securities, in each case, Notes by written notice to the CompanyIssuer and the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest interest, if any, on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest, if any, will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the The Holders of a majority in principal amount of the outstanding Securities Notes by notice to the Trustee may rescind any such an acceleration with respect to the Securities and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity and/or security (which may include pre-funding) satisfactory to it against all losses, liabilities and expenses which might be Incurred by it in compliance with such request or security against any loss, liability or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such the Holder has previously given gives to the Trustee written notice stating that an Event of Default is continuing, (ii) the Holders of at least 2530% in of the aggregate principal amount of the Notes then outstanding Securities have requested make a written request to the Trustee in writing to pursue the remedy, (iii) such Holder or Holders have offered offer to the Trustee reasonable security or indemnity (which may include pre-funding) satisfactory to it against any loss, liability or expense, (iv) the Trustee has does not complied comply with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have Notes do not given give the Trustee a direction inconsistent with such the request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee Trutsee in personal liabilityliability (it being understood that the Trustee has no duty to determine whether any such direction is unduly prejudicial to the rights of any such Holder). Prior to taking any action under the Indenture, the Trustee and the Collateral Agent shall each be entitled to indemnification and/or security (which may include pre-funding) satisfactory to it in its sole discretion against all losses losses, liabilities and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency specified in Section 6.01(f) or reorganization (g) of the CompanyIndenture with respect to the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders holders of at least 25% in principal amount of the outstanding Securities, in each case, Notes by notice to the CompanyIssuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency specified in Section 6.01(f) or reorganization (g) of the Company Indenture with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders The holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under vested in it by the Indenture at the request or direction of any of the Holders holders pursuant to the Indenture, unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any lossthe costs, liability expenses and liabilities which might be Incurred by it in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 25% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders The holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee and the Notes Collateral Agent shall be entitled to indemnification satisfactory to it them in its their sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the CompanyIssuers or the holders of at least 30% in aggregate principal amount of outstanding Notes by notice to the Issuers, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture or the Security Documents at the request or direction of any of the Holders holders unless such Holders holders have offered and, if requested, provided to the Trustee reasonable indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders holders of at least 2530% in aggregate principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered and, if requested, provided to the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyCompany Intermediate Holdings, HDD Holdings or the Issuer) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the Company, Securities may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Company, Intermediate Holdings, HDD Holdings or the Issuer occurs, the principal of, premium, if any, of and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuers or a Significant Subsidiary) with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the CompanyIssuers and a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuers or a Significant Subsidiary occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-60- day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If Events of Default are set forth in the Indenture. Subject to certain limitations in the Indenture, if an Event of Default occurs (other than an Event of Default relating with respect to certain events an Issuer or any Guarantor specified in clauses (k) and (l) of bankruptcy, insolvency or reorganization Section 6.1 of the CompanyIndenture) occurs and is continuing, the Trustee or then the Holders of at least 25% in aggregate principal amount of the outstanding Securities, in each caseSecurities may, by notice to written notice, and the CompanyTrustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Securities shall, may declare the principal of, premium, if any, and accrued but and unpaid interest on on, all the Securities to be due and payablepayable immediately. Upon any such declaration such principal shall become due and payable immediately. If an Event of Default relating to certain events specified in clause (k) or (l) of bankruptcy, insolvency or reorganization Section 6.1 of the Company occursIndenture with respect to an Issuer or any Guarantor occurs and is continuing, then the principal of, premium, if any, and accrued and unpaid interest on on, all the Securities 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. After a declaration of acceleration under Section 6.2 of the Indenture, but before a judgment or decree for payment of the money due has been obtained by the Trustee and before any foreclosure (whether pursuant to judicial proceedings or otherwise), or the taking of ownership in lieu of foreclosure, upon any Collateral by the Collateral Agent (on behalf of the Trustee or Holders. Under certain circumstances), by the Trustee or at the direction of the Holders, the Holders of not less than a majority in aggregate principal amount of outstanding Securities, by written notice to the outstanding Securities Issuers and the Trustee, may rescind such declaration if (a) the Issuers have paid or deposited with the Trustee or the Collateral Agent a sum sufficient to pay (i) all sums paid or advanced by the Trustee or the Collateral Agent under the Indenture, the Security Documents and the Intercreditor Agreements and the reasonable compensation, expenses, disbursements and advances of the Trustee and the Collateral Agent and their respective agents and counsel, (ii) all overdue interest on all Securities, (iii) the principal of and premium, if any, on any Securities which have become due otherwise than by such declaration of acceleration with respect and interest thereon at the rate borne by the Securities, and (iv) to the Securities extent that payment of such interest is lawful, interest upon overdue interest and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture overdue principal at the request rate borne by the Securities which has become due otherwise than by such declaration of acceleration; (b) the rescission would not conflict with any judgment or direction decree of any a court of competent jurisdiction; and (c) all Events of Default, other than the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive non-payment of principalprincipal of, premium (premium, if any) , and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or interest when due, no Holder waived. Holders may pursue any remedy with respect to not enforce the Indenture or the Securities unless (i) such Holder has previously given except as provided in the Indenture. The Trustee notice that an Event of Default is continuingmay require indemnity satisfactory to it before it enforces the Indenture, (ii) the Guarantee, the Security Documents or the Securities. Subject to certain limitations, Holders of at least 25% of a majority in aggregate principal amount of the then outstanding Securities have requested may direct the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt its exercise of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interests. The Issuers must furnish an annual compliance certificate to the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or By acceptance of the benefits of the Indenture or and the Security Documents each Holder confirms that the Trustee determines Collateral Agent is unduly prejudicial authorized to execute and deliver and perform its obligations under the Intercreditor Agreements and the remedies set forth in the Indenture shall be subject to the rights terms of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionIntercreditor Agreements.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) TRDOCS01/76765.8 B- the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the outstanding Securities, in each case, by notice to the Company, Securities may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities to be due and payablepayable provided, however, that, so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of (i) acceleration of any such Indebtedness under the Senior Credit Facilities or (ii) five Business Days after the giving of written notice to the Company and the administrative agent under the Senior Credit Facilities of such acceleration. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, of and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 2530% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the Company, Securities may declare the principal of, premium, if any, and accrued but unpaid interest on on, all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on on, all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal Exh. B-7 amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequencesthe consequences of any such acceleration. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it in its reasonable discretion against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it in its reasonable discretion against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyHoldings) occurs and is continuing, the Trustee by notice to the Issuers or the Holders holders of at least 2530% in principal amount of the outstanding Securities, in each case, Notes by notice to the CompanyIssuers, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstancescircumstances specified in the Indenture, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture Indenture, the Notes or the Security Documents at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture Indenture, the Notes or the Securities Security Documents unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 2530% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the written request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such holders) or that would involve the Trustee in personal liabilityliability or expense for which it is not adequately indemnified. Prior to taking any action under the Indenture, the Notes or the Security Documents, the Trustee shall be entitled to security or indemnification satisfactory to it in its sole discretion against all losses losses, liabilities and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyHoldings) occurs and is continuing, the Trustee by notice to the Issuers or the Holders holders of at least 2530% in principal amount of the outstanding Securities, in each case, Notes by notice to the CompanyIssuers, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstancescircumstances specified in the Indenture, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture or the Security Documents at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 2530% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the written request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such holders) or that would involve the Trustee in personal liabilityliability or expense for which it is not adequately indemnified. Prior to taking any action under the Indenture, the Notes or the Security Documents, the Trustee shall be entitled to security or indemnification satisfactory to it in its sole discretion against all losses losses, liabilities and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer or a Restricted Subsidiary of the Issuer) with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding SecuritiesSecurities of the series, in each case, by notice to the CompanyIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer or a Restricted Subsidiary of the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities of this series have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities of this series are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyHoldings) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the Company, Securities may declare the principal Accreted Value of, premiumor, if anyafter May 14, 2004, the principal of and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Holdings occurs, the principal Accredted Value of, premiumor, if anyafter May 14, 2004, the principal of and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyCompany under Section 6.01(g) or (h)) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If Except as specified in the Indenture, if an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer or any Guarantor) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities, in each case, by notice to the Company, Notes may declare the principal of, premium, if any, amount of the Notes and accrued but and unpaid interest on all the Securities outstanding Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer or any Guarantor occurs, the principal of, premium, if any, amount of the Notes and accrued and unpaid interest on all the Securities outstanding Notes shall automatically become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in aggregate principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and expense. Subject to certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when dueexceptions, no Holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder has previously given the Trustee written notice that of an Event of Default is continuingDefault, (ii) the Holders of at least 25% in aggregate principal amount of the outstanding Securities Notes have requested made a written request to the Trustee in writing to pursue the remedyremedy and offered security or indemnity satisfactory to it against any costs, liability or expense of the Trustee, (iii) such Holders have offered the Trustee reasonable security or fails to comply with such request within 90 calendar days after receipt of such request and the offer of indemnity against any loss, liability or expense, and (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) received an inconsistent direction from the Holders of a majority in aggregate principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day periodNotes. Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding proceedings for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liabilityliability or expense for which the Trustee has not received adequate indemnity as determined by it in good faith; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. No reference herein to the Indenture and no provision of this Note or of the Indenture shall impair, as among the Issuer and the Holder of the Notes, the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, at the rate and in the coin or currency herein and in the Indenture prescribed.

Defaults and Remedies. If an Event of Default occurs (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) occurs and is continuing, the Trustee or the Holders holders of at least 25% in principal amount of the outstanding Securities, in each case, Notes by notice to the Company, Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Issuer and the Administrative Agent under the Credit Agreement and (2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities unless (iNotes unless:(i) such Holder holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders holders of at least 25% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity reasonably satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee by notice to the Company or the Holders holders of at least 25% in principal amount of the outstanding Securities, in each case, Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders The holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under vested in it by the Indenture at the request or direction of any of the Holders holders pursuant to the Indenture, unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any lossthe costs, liability expenses and liabilities which might be Incurred by it in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 25% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders The holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee and the Notes Collateral Agent shall be entitled to indemnification satisfactory to it them in its their sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating specified in Section 6.01(f) or (g) in the Indenture with respect to certain events of bankruptcy, insolvency the Issuer or reorganization of the CompanyIssuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the CompanyIssuer or the holders of at least 30% in aggregate principal amount of outstanding Notes by notice to the Issuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency specified in Section 6.01(f) or reorganization (g) of the Company Indenture with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered offered, and if requested, provided to the Trustee reasonable indemnity or security satisfactory to the Trustee against any lossthe costs, liability expenses and liabilities which might be incurred by it in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the contractual right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 2530% in aggregate principal amount of the outstanding Securities Notes have requested in writing the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered offered, and if requested, provided the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such written request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified, or subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such holders) or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. Notwithstanding anything to the contrary contained in the Indenture, if the gross proceeds of the Notes are deposited into the Escrow Account, upon an Event of Default occurring prior to the Completion Date, only the Special Mandatory Redemption Price plus accrued and unpaid interest shall be recoverable. Each holder of a Note, in accepting such note, acknowledges the foregoing and agrees to be bound thereby.

Defaults and Remedies. If an Event of Default occurs (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the outstanding Securities, in each case, Securities by notice to the CompanyIssuers, may declare the principal of, premium, if any, interest and accrued but unpaid interest any other monetary obligations on all the Securities to be due and payablepayable immediately. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 2530% in principal amount of the outstanding Securities have requested the Trustee Trustee, in writing writing, to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses that may be caused by taking or not taking such action. The Issuers are required to deliver to the Trustee, annually, a certificate indicating whether the signer thereof knows of any Default that occurred during the previous year.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyCompany under Section 6.01(g) or (h)) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the CompanyIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payablepayable provided, however, that so long as any Bank Exhibit A - 11 Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Issuer and the Representative under the Credit Facilities and (2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal, premium, if any, and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to the Trustee against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.,

Defaults and Remedies. If an Event of Default occurs (other than an Event with respect to Securities of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) this series shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, Securities of this series may be declared due and payable in each case, by notice the manner and with the effect provided in the Indenture. 1 Adapt as necessary if securities will be issued via an Officers Certificate rather than a supplemental indenture. [No Recourse. Prior to the CompanySeparations and Distributions (each as defined in the [ ] Supplemental Indenture), may declare Holders shall have no recourse (whether legal, equitable or otherwise, including without limitation, any right of attachment, judgment or levy or any recourse to the principal of, premium, if anyproceeds from any sale or other disposition thereof) against the assets of The Dow Chemical Company (“Historical Dow”) and E. I. du Pont de Nemours and Company (“Historical DuPont”) and/or their respective subsidiaries except to the extent of any specialty products assets that will be part of DuPont (as defined in the [ ] Supplemental Indenture) after the Separations and Distributions, and accrued but unpaid subsequent to the Separations and Distributions, Holders shall have no recourse (whether legal, equitable or otherwise, including without limitation, any right of attachment, judgment or levy or any recourse to the proceeds from any sale or other disposition thereof) against Dow, Corteva (each as defined in the [ ] Supplemental Indenture) and/or their respective subsidiaries (including their assets or equity and that of their subsidiaries). Additionally, Holders shall have no recourse (whether legal, equitable or otherwise, including without limitation, any right of attachment, judgment or levy or any recourse to the proceeds from any sale or other disposition thereof) against the direct or indirect equity interest on all that DowDuPont holds or will hold in Historical Dow, Historical DuPont, Dow, Corteva and/or their respective subsidiaries. For the Securities to be due and payable. If an Event avoidance of Default relating to certain events of bankruptcydoubt, insolvency or reorganization Holders will only have recourse against the assets of the Company occurs(and prior to the Separations and Distributions, only recourse against the principal of, premium, if any, specialty products assets held by Historical Dow and interest on all the Securities shall become immediately due and payable without any declaration or other act on the Historical DuPont and/or their respective subsidiaries that will be part of DuPont (as defined in the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any[ ] Supplemental Indenture) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request Separations and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.Distributions.]2

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the CompanyIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested Notes make a written request to the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) occurs and is continuing, the Trustee or the Holders holders of at least 25% in principal amount of the outstanding Securities, in each case, Notes by notice to the Company, Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders holders of at least 25% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses losses, liabilities and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the outstanding Securities, in each case, by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue shall have any remedy right to institute any proceeding, judicial or otherwise, with respect to the Indenture Indenture, or for the Securities appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 2530% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request within prior to the expiration of such 60-day period. Subject to certain restrictions, the The Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by written notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the CompanyIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If Subject to Section 7.01, if an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested Notes make a written request to the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuingcontinuing with respect to the Dollar Notes, the Trustee by notice to the Company or the Holders holders of at least 25% in principal amount of outstanding Dollar Notes of the outstanding Securities, in each case, series by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Dollar Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall Dollar Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders The holders of a majority in principal amount of the outstanding Securities Dollar Notes may rescind any such acceleration with respect to the Securities Dollar Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under vested in it by the Indenture at the request or direction of any of the Holders holders pursuant to the Indenture, unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any lossthe costs, liability expenses and liabilities which might be Incurred by it in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Dollar Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 25% in principal amount of the outstanding Securities Dollar Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Dollar Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders The holders of a majority in principal amount of the outstanding Securities are given the right to Dollar 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 the TrusteeTrustee with respect to the Dollar Notes. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding SecuritiesNotes, in each case, by written notice to the CompanyCompany (with a copy to the Trustee, if given by the Holders), may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payablepayable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses losses, liabilities and expenses caused by taking or not taking such action. If the Notes are accelerated or otherwise become due prior to their Stated Maturity, in each case, as a result of an Event of Default (including, but not limited to, upon the occurrence of an event specified in Section 6.01(g) or 6.01(h) of the Indenture (including the acceleration of claims by operation of law)) occurring at any time on or after July 1, 2017, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal the redemption price, plus accrued and unpaid cash interest, if any, together with an amount of cash equal to all accrued and unpaid PIK Interest, applicable with respect to an optional redemption of the Notes, as set forth in Paragraph 5, in effect on the date of such acceleration as if such acceleration were an optional redemption of the Notes accelerated. If the Notes are accelerated or otherwise become due prior to their Stated Maturity, in each case, as a result of an Event of Default (including, but not limited to, upon the occurrence of an event specified in Section 6.01(g) or 6.01(h) of the Indenture (including the acceleration of claims by operation of law)) occurring at any time prior to July 1, 2017, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal 100% of the principal amount of the Notes plus the Acceleration Premium plus accrued and unpaid cash interest, if any, together with an amount of cash equal to all accrued and unpaid PIK Interest.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating related to (x) certain events of bankruptcy, insolvency or reorganization with respect to BP I, BP II, an Issuer or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer or (y) Section 6.01(c) of the CompanySenior Notes Indenture with respect to BP I’s, BP II’s or any Restricted Subsidiary’s failure to comply with its obligations under Section 4.13(a) of the Senior Notes Indenture) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, Senior Notes by notice to the Company, Trustee and the Issuers may declare the principal of, premium, if any, and accrued but unpaid interest (including additional interest, if any) on all the Securities Senior Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to (i) certain events of bankruptcy, insolvency or reorganization with respect to BP I, BP II, an Issuer or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer or (ii) Section 6.01(c) of the Company Senior Notes Indenture with respect to BP I’s, BP II’s or any Restricted Subsidiary’s failure to comply with its obligations under Sections 4.13(a) of the Senior Notes Indenture occurs, the principal of, premium, if any, and interest on all the Securities shall Senior Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the The Holders of a majority in principal amount of the outstanding Securities Senior Notes 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 have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such acceleration with respect rescission shall affect any subsequent Default or impair any right consequent thereto. Subject to provisions of the Senior Notes Indenture relating to the Securities and its consequences. If duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall will be under no obligation to exercise any of the rights or powers under the Senior Notes Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Senior Notes Indenture or the Securities Senior Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities Senior Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Senior Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Senior Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Senior Notes Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Senior Notes Indenture, the Trustee shall will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee by notice to the Company or the Holders holders of at least 25% in principal amount of the outstanding Securities, in each case, Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under vested in it by the Indenture at the request or direction of any of the Holders holders pursuant to the Indenture, unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any lossthe costs, liability expenses and liabilities which might be Incurred by it in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 25% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders The holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified, or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding SecuritiesSecurities of the NY1:1657728.6 series, in each case, by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities of this series to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities of this series may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities of this series have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities of this series have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities of this series are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the CompanyIssuer or the holders of at least 30% in aggregate principal amount of outstanding Notes by notice to the Issuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture or the Security Documents at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders holders of at least 2530% in aggregate principal amount of the outstanding Securities Notes have requested in writing the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such written request within such 60-day period. Subject to certain restrictions, the Holders holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. For the avoidance of doubt, no premium in respect of the Notes shall be payable as a result of any Default or Event of Default.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the CompanyIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payablepayable provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Issuer and the Representative under the Credit Facilities and (2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal, premium, if any, and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal Exhibit A - 11 amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to the Trustee against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal or financial liability. Prior to taking any action under the IndentureIndenture at the instruction of Holders in respect of an Event of Default, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of the CompanyIssuer or Holdings I) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the Company, Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company Issuer or Holdings I occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If Subject to the provisions of this Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, Notes by notice to the Company, Company and the Trustee may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, of and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to 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 the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.