Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. The Events of Default relating to the Securities are defined in Section 5.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Certain events of bankruptcy or insolvency are Events of Default relating that will result in the principal amount of the Securities, together with premium, if any, and accrued and unpaid interest thereon, becoming due and payable immediately upon the occurrence of such Events of Default. If any other Event of Default with respect to the Securities are defined in Section 5.01 of the Base Indenture. If any Event of Default occurs and is continuing, then in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Securities then Outstanding may declare the principal amount of all the Securities, together with premium, if any, and accrued and unpaid interest thereon, to be due and payable 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 of acceleration has been made, the Holders of a majority in principal amount of the then outstanding Securities Outstanding Securities, by written notice to the Trustee, may declare rescind such declaration and annul its consequences if the rescission would not conflict with any judgment or decree of a court already rendered and if all Events of Default with respect to the Securities, other than the nonpayment of the principal, premium, if any, or interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall which has become due and payable immediately without further action solely by such declaration acceleration, shall have been cured or noticeshall have been waived. No such rescission shall affect any subsequent default or shall impair any right consequent thereon. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity or security satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding Securities Outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating power with respect to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of DefaultSecurities.

Defaults and Remedies. The Certain events of bankruptcy or insolvency are Events of Default relating that will result in the principal amount of the Securities, together with premium, if any, and accrued and unpaid interest thereon, becoming due and payable immediately upon the occurrence of such Events of Default. If any other Event of Default with respect to the Securities are defined in Section 5.01 of the Base Indenture. If any Event of Default occurs and is continuing, then in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Securities then outstanding may declare the principal amount of all the Securities, together with premium, if any, and accrued and unpaid interest thereon, to be due and payable 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 of acceleration has been made, the Holders of a majority in principal amount of the then outstanding Securities Securities, by written notice to the Trustee, may declare rescind such declaration and annul its consequences if the rescission would not conflict with any judgment or decree of a court already rendered and if all Events of Default with respect to the Securities, other than the nonpayment of the principal, premium, if any, or interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall which has become due and payable immediately without further action solely by such declaration acceleration, shall have been cured or noticeshall have been waived. No such rescission shall affect any subsequent default or shall impair any right consequent thereon. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity or security satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to are set forth in the Securities are defined in Section 5.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in writing in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting HolderNotes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company Holdings III is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Holdings III is required upon within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is Issuers are required upon within ten (10) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuers propose to take with respect thereto.

Defaults and Remedies. The Events If an Event of Default occurs (other than an Event of Default relating to the Securities are defined in Section 5.01 certain events of bankruptcy, insolvency or reorganization of the Base Indenture. If any Event of Default occurs Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities may declare the principal, premium, if any, principal of and accrued but unpaid interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of If an Event of Default arising from relating to certain events of bankruptcy bankruptcy, insolvency or insolvencyreorganization of the Company occurs, the principal of and interest on all outstanding the Securities shall become immediately due and payable immediately without further action any declaration or noticeother 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 not 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 except as provided unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) Holders of at least 25% in principal amount of the Indenture. Subject outstanding Securities have requested the Trustee in writing to certain limitationspursue 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 then outstanding Securities may direct have not given the Trustee in its exercise of any trust or powera direction inconsistent with such request within such 60-day period. The Trustee may withhold from Holders of Subject to certain restrictions, the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding by notice 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 on behalf of the Holders of all of the Securities waive refuse to follow any existing Default and its consequences under direction that conflicts with law or the Indenture except a continuing Default in payment of or that the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company Trustee determines is required to deliver unduly prejudicial to the rights of any other Holder or that would involve the Trustee annually a statement regarding compliance with in personal liability. Prior to taking any action under the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such Default or Event of Defaultaction.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530.0% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture Indenture, except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, interest or interestAdditional Interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal ofprincipal, premium, if any, interest or interestAdditional Interest, if any, on, any of the Securities Notes held by a non-consenting Holder. The Company Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Certain events of bankruptcy or insolvency are Events of Default relating that will result in the principal amount of the Securities, together with premium, if any, and accrued and unpaid interest thereon, becoming due and payable immediately upon the occurrence of such Events of Default. If any other Event of Default with respect to the Securities are defined in Section 5.01 of the Base Indenture. If any Event of Default occurs and is continuing, then in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Securities then outstanding may declare the principal amount of all the Securities, together with premium, if any, and accrued and unpaid interest thereon, to be due and payable 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 of acceleration has been made, the Holders of a majority in principal amount of the then outstanding Securities Securities, by written notice to the Trustee, may declare rescind such declaration and annul its consequences if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and if all existing Events of Default with respect to the Securities, other than the nonpayment of the principal, premium, if any, or interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall which has become due and payable immediately without further action solely by such declaration acceleration, shall have been cured or noticeshall have been waived. No such rescission shall affect any subsequent default or shall impair any right consequent thereon. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity or security satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Certain events of bankruptcy or insolvency are Events of Default relating that will result in the principal amount of the Securities, together with premium, if any, and accrued and unpaid interest thereon, becoming due and payable immediately upon the occurrence of such Events of Default. If any other Event of Default with respect to the Securities are defined in Section 5.01 of the Base Indenture. If any Event of Default occurs and is continuing, then in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Securities then Outstanding may declare the principal amount of all the Securities, together with premium, if any, and accrued and unpaid interest thereon, to be due and payable 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 of acceleration has been made, the Holders of a majority in principal amount of the then outstanding Securities Outstanding Securities, by written notice to the Trustee, may declare rescind such declaration and annul its consequences if the rescission would not conflict with any judgment or decree of a court already rendered and if all Events of Default with respect to the Securities, other than the nonpayment of the principal, premium, if any, or interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall which has become due and payable immediately without further action solely by such acceleration, shall have been cured or noticeshall have been waived. No such rescission shall affect any subsequent default or shall impair any right consequent thereon. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require reasonable indemnity or security before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Securities are defined in Section 5.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to are set forth in the Securities are defined in Section 5.01 of the Base Supplemental Indenture. If any Event of Default occurs with respect to the Notes and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in writing in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting HolderNotes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Under the Indenture, Events of Default relating to include (i) default in payment of the Principal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any, Redemption Price, Purchase Price or Fundamental Change Redemption Price, as the case may be, in respect of the Securities are defined when the same becomes due and payable, provided that in Section 5.01 the case of any failure to pay Liquidated Damages, such failure to pay continues for a period of 30 days; (ii) failure by the Base IndentureCompany to comply with other agreements in the Indenture or the Securities, subject to notice and lapse of time; and (iii) certain events of bankruptcy or insolvency. If any an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount of the then outstanding Securities at the time outstanding, may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, all outstanding insolvency are Events of Default which will result in the Securities shall become being declared due and payable immediately without further action or noticeupon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount Principal Amount of the then Securities at the time outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the in payment of principal, premium, if any, or interestamounts specified in clause (i) above) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultinterests.

Defaults and Remedies. The Events If an Event of Default occurs (other than an Event of Default relating to the Securities are defined in Section 5.01 certain events of bankruptcy, insolvency or reorganization of the Base Indenture. If any Event of Default occurs Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities may declare the principal, premium, if any, principal of and accrued but unpaid interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of If an Event of Default arising from relating to certain events of bankruptcy bankruptcy, insolvency or insolvencyreorganization of the Company occurs, the principal of and interest on all outstanding the Securities shall become immediately due and payable immediately without further action any declaration or noticeother 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 not 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. 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 except as provided unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) Holders of at least 25% in principal amount of the Indenture. Subject outstanding Securities have requested the Trustee in writing to certain limitationspursue 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 then outstanding Securities may direct have not given the Trustee in its exercise of any trust or powera direction inconsistent with such request within such 60-day period. The Trustee may withhold from Holders of Subject to certain restrictions, the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding by notice 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 on behalf of the Holders of all of the Securities waive refuse to follow any existing Default and its consequences under direction that conflicts with law or the Indenture except a continuing Default in payment of or that the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company Trustee determines is required to deliver unduly prejudicial to the rights of any other Holder or that would involve the Trustee annually a statement regarding compliance with in personal liability. Prior to taking any action under the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such Default or Event of Defaultaction.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal ofinterest on, premium, if any, or interest, if any, onthe principal of, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The If an Event of Default (other than certain bankruptcy Events of Default relating with respect to the Securities are defined in Section 5.01 Issuer or any of the Base Indenture. If any Event of Default Cable Guarantors) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may declare all of the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, immediately in the case of an manner and with the effect provided in the Indenture. If a bankruptcy Event of Default arising from certain events with respect to the Issuer or any of bankruptcy or insolvencythe Cable Guarantors occurs and is continuing, all outstanding the Securities shall become be immediately due and payable immediately in the manner and with the effect provided in the Indenture without further any notice or other action on the part of the Trustee or noticeany Holder. Holders of Securities may not enforce the Indenture Indenture, the Securities or the Securities Cable Guarantees except as provided in the Indenture. Subject The Trustee is not obligated to enforce the Indenture, the Securities or the Cable Guarantees unless it has received indemnity satisfactory to it. The Indenture permits, subject to certain limitationslimitations therein provided, Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any certain continuing Defaults or Events of Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within ten (10) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530.0% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities Notes shall become due and payable immediately without further action or notice. Holders of Notes may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal ofinterest on, premium, if any, or interest, if any, onthe principal of, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Certain events of bankruptcy or insolvency are Events of Default relating that will result in the principal amount of the Securities, together with premium, if any, and accrued and unpaid interest thereon, becoming due and payable immediately upon the occurrence of such Events of Default. If any other Event of Default with respect to the Securities are defined in Section 5.01 of the Base Indenture. If any Event of Default occurs and is continuing, then in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Securities then outstanding Securities may declare the principal amount of all the Securities, together with premium, if any, and accrued and unpaid interest thereon, to be due and payable 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 of acceleration has been made, the Holders of a majority in aggregate principal amount of the outstanding Securities, by written notice to the Trustee, may rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction already rendered and if all existing Events of Default with respect to the Securities have been cured or waived except nonpayment of principal, premium, if any, or interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall that has become due and payable immediately without further action solely by the declaration of acceleration. No such rescission shall affect any subsequent default or noticeshall impair any right consequent thereon. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require reasonable indemnity or security satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Securities Notes by written notice to the Issuers may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Company, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in of the aggregate principal amount of the Securities then outstanding Notes, by written notice to the Trustee Trustee, may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture (except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting nonconsenting Holder). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon within thirty (30) days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default Default, its status and what actions the Company is taking or Event of Defaultpropose to take with respect thereto.

Defaults and Remedies. The Under the Indenture, Events of Default relating include (i) default in payment of the principal amount, or interest (including Additional Interest, if any), in respect of the Securities when the same becomes due and payable subject, in the case of interest, to the Securities are defined grace period and any extension period provided for in Section 5.01 the Indenture; (ii) failure by the Company to comply with its other covenants in the Indenture or the Securities, subject to notice and lapse of time; and (iii) certain events of bankruptcy or insolvency of the Base IndentureCompany. If any an Event of Default occurs and is continuing, the Trustee Trustee, the Special Representative, or the Holders of at least 25% a majority in aggregate principal amount of the then outstanding Securities at the time outstanding, may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, all outstanding insolvency are Events of Default which will result in the Securities shall become becoming due and payable immediately without further action or noticeupon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity and security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then Securities at the time outstanding Securities or the Special Representative may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Securityholders notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or in paying principal and/or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultinterests.

Defaults and Remedies. The If an Event of Default (other than certain bankruptcy Events of Default relating with respect to the Securities are defined in Section 5.01 of the Base Indenture. If Issuer or any Event of Default Guarantor) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may declare all of the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, immediately in the case of an manner and with the effect provided in the Indenture. If a bankruptcy Event of Default arising from certain events of bankruptcy with respect to the Issuer or insolvencyany Guarantor occurs and is continuing, all outstanding the Securities shall become be immediately due and payable immediately in the manner and with the effect provided in the Indenture without further any notice or other action on the part of the Trustee or noticeany Holder. Holders of Securities may not enforce the Indenture Indenture, the Securities or the Securities Guarantees except as provided in the Indenture. Subject The Trustee is not obligated to enforce the Indenture, the Securities or the Guarantees unless it has received indemnity satisfactory to it. The Indenture permits, subject to certain limitationslimitations therein provided, Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any certain continuing Defaults or Events of Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines in good faith that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if and so long as it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default and its consequences under the Indenture (except a continuing Default in the payment of the principal ofinterest on, premium, if any, or interest, if any, on, the principal of any of the Securities Note held by a non-consenting Holder) and rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived. The Company Issuer and each Subsidiary Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultevent.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company Issuer and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities are defined in Section 5.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities of a series may declare the principal, principal of and premium, if any, interest and interest, if any, and any other monetary obligations on all the then outstanding Securities of such series to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities may direct the Trustee in its their respective exercise of any trust or power. The Trustee may withhold from Holders of the Securities of any series notice of any continuing Default (except a Default relating to the payment of principal, the principal of or premium, if any, or interest, if any, on the Securities of such series or in the payment or delivery of any consideration due upon conversion or exchange of any Security of such series (if applicable)) if it determines they determine that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Securities of any series then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities of such series waive any an existing Default or Event of Default and its consequences under the Indenture hereunder, except a continuing Default or Event of Default in the payment of the principal ofamount, premium, if any, or and any accrued and unpaid interest, if any, onon any Security of such series or, any in the case of the Securities held by of any series that are convertible or exchangeable, in the payment or delivery of any consideration due upon conversion or exchange of the Securities of such series (including in connection with an offer to purchase) provided, however, that the Holders of a non-consenting Holdermajority in aggregate principal amount of the then outstanding Securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration in accordance with Section 5.02 of the Base Indenture. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Securities are defined in Section 5.01 of the Base Indenture. If any an Event of Default occurs (other than certain events of bankruptcy or insolvency) shall occur and is be continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in principal amount of the then outstanding Securities Outstanding Notes may declare the principal, unpaid principal of (and premium, if any, ) and accrued and unpaid interest and any other monetary obligations on all the then outstanding Securities Notes to be immediately due and payable immediately. Notwithstanding by notice in writing to the foregoing, in Company and the case of an Trustee specifying the Event of Default arising from certain and that it is a "notice of acceleration." Certain events of bankruptcy or insolvencyinsolvency are Events of Default which will result in the unpaid principal of (and premium, if any) and accrued and unpaid interest on all outstanding Securities shall the Notes will become immediately due and payable immediately without further action any deceleration or noticeother act on the part of the Trustee or Holder. Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee is under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable indemnity. Subject to certain limitationsall provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Securities may Outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on the Trustee. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default (except a Default relating to or Event of Default in the payment of principalprincipal or, premium, if any, or interestinterest on any Note) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount the interests of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of DefaultHolders.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon required, after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Requisite Holders of at least 25% in principal amount of the then outstanding Securities may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, the Requisite Holders of a majority in aggregate principal amount of the then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Requisite Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of all the Holders of all of the Securities waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events If an Event of Default occurs (other than an Event of Default relating to the Securities are defined in Section 5.01 certain events of bankruptcy, insolvency or reorganization of the Base Indenture. If any Event of Default occurs Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities may declare the principalprincipal of, premiumand accrued but unpaid interest on, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of If an Event of Default arising from relating to certain events of bankruptcy bankruptcy, insolvency or insolvencyreorganization of the Company occurs, the principal of, and interest on, all outstanding the Securities shall become immediately due and payable immediately without further action any declaration or noticeother 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 not rescind any such acceleration with respect to the Securities and the 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 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 except as provided unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) Holders of at least 25% in principal amount of the Indenture. Subject outstanding Securities have requested the Trustee in writing to certain limitationspursue the remedy, (iii) such Holders have offered the Trustee 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 aggregate principal amount of the then outstanding Securities may direct have not given the Trustee in its exercise of any trust or powera direction inconsistent with such request within such 60-day period. The Trustee may withhold from Holders of Subject to certain restrictions, the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding by notice 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 on behalf of the Holders of all of the Securities waive refuse to follow any existing Default and its consequences under direction that conflicts with law or the Indenture except a continuing Default in payment of or that the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company Trustee determines is required to deliver unduly prejudicial to the rights of any other Holder or that would involve the Trustee annually a statement regarding compliance with in personal liability. Prior to taking any action under the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such Default or Event of Defaultaction.

Defaults and Remedies. The Events of Default are set forth in the Indenture. Event of Default (other than an Event of Default relating to certain bankruptcy events specified in the Securities are defined in Section 5.01 of the Base Indenture. If any Event of Default ) occurs and is continuing, the Trustee by notice to the Company and the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Securities may by notice to the Company and the Issuers and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of If an Event of Default arising from relating to certain bankruptcy events of bankruptcy or insolvencyspecified in the Indenture occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest (including Additional Interest) on all outstanding the Securities shall will become and be immediately due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holders. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. Subject to the provisions of the Indenture relating to the duties of the Trustee if an Event of Default exists, the Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Securityholders notice of any continuing Default or Event of Default (except a Default relating to the or Event of Default in payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Securities are defined in Section 5.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Securities may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities Notes shall become due and payable immediately without further action or notice. Holders of Notes may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal ofinterest on, premium, if any, or interest, if any, onthe principal of, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities 2017 B Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the 2017 B Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities 2017 B Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities 2017 B Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities 2017 B Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal ofinterest on, premium, if any, or interest, if any, onthe principal of, any of the Securities 2017 B Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Certain events of bankruptcy or insolvency are Events of Default relating that will result in the principal amount of the Securities, together with premium, if any, and accrued and unpaid interest thereon, becoming due and payable immediately upon the occurrence of such Events of Default. If any other Event of Default with respect to the Securities are defined in Section 5.01 of the Base Indenture. If any Event of Default occurs and is continuing, then in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Securities then outstanding Securities may declare the principal amount of all the Securities, together with premium, if any, and accrued and unpaid interest thereon, to be due and payable 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 of acceleration has been made, the Holders of a majority in aggregate principal amount of the outstanding Securities, by written notice to the Trustee, may rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction already rendered and if all existing Events of Default with respect to the Securities have been cured or waived except nonpayment of principal, premium, if any, or interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall that has become due and payable immediately without further action solely by the declaration of acceleration. No such rescission shall affect any subsequent default or noticeshall impair any right consequent thereon. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity or security satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee and the Collateral Agent annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon required, after becoming aware of any Default or Event of Default, to deliver to the Trustee and the Collateral Agent a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting HolderHolder and rescind any acceleration with respect to the Notes and its consequences (provided such rescission would not conflict with any judgment of a court of competent jurisdiction). The Company Issuers and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is Issuers are required upon within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuers propose to take with respect thereto.

Defaults and Remedies. The only Events of Default relating with respect to the Securities Subordinated Notes are defined set forth in Section 5.01 Article V of the Base Indenture. If any an Event of Default with respect to the Subordinated Notes occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities Outstanding Subordinated Notes may declare the principalprincipal amount of, premium, if any, interest and any other monetary obligations all accrued but unpaid interest, if any, on all the then outstanding Securities Subordinated Notes to be due and payable immediately, by a written notice to the Company (and to the Trustee, if given by Holders), and upon such a declaration the principal amount (or specified amount), premium and interest of the Subordinated Notes shall become immediately due and payable. Notwithstanding the foregoing, in the case of if an Event of Default arising from certain events with respect to the Subordinated Notes occurs as a result of bankruptcy or insolvencythe happening of any event of the kind specified in the first sentence of the second paragraph of Section 1501 of the Base Indenture involving the Company, the principal of all outstanding Securities Outstanding Subordinated Notes, premium, if any, and any interest accrued thereon shall become due and payable immediately without any further action on the part of the Trustee or noticethe Holders. Holders may not enforce the Subordinated Indenture or the Securities Subordinated Notes except as provided in the Subordinated Indenture. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Securities Outstanding Subordinated Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Subordinated Notes notice of any continuing Default default under the Subordinated Indenture (except a Default default relating to the payment of principalprincipal of, premium, if any, or interestinterest on the Subordinated Notes) if it determines that withholding notice is in their interest. The Holders of note less than a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee Outstanding Subordinated Notes may on behalf of the Holders of all of the Securities Subordinated Notes waive any existing Default and past default or its consequences under the Indenture Subordinated Indenture, except a continuing Default default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities held by a non-consenting HolderSubordinated Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Subordinated Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver give prompt written notice to the Trustee of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up or relating to the Company as a statement specifying such Default whole, whether voluntary or Event involuntary, or of Defaultany default with respect to any Senior Indebtedness that would prevent the Trustee from making any payment in respect of the Subordinated Notes under Section 1501 (Agreement to Subordinate) of the Base Indenture.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within ten (10) Business Days after becoming aware of any Default or Event of Defaultthat is continuing, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities 2017 A Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the 2017 A Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities 2017 A Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities 2017 A Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities 2017 A Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal ofinterest on, premium, if any, or interest, if any, onthe principal of, any of the Securities 2017 A Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities are defined in Section 5.01 of the Base Indenture. If any an Event of Default occurs and is continuingcontinuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may declare all amounts owing under the principalSecurities to be due and payable immediately in the manner and with the effect provided in the Indenture. If an Event of Default results from bankruptcy, insolvency or reorganization involving the Company or any Subsidiary Guarantor, all outstanding Securities shall become immediately due and payable without any further action or notice. In certain cases, the Holders of a majority in aggregate principal amount of the Securities then outstanding may waive any past Defaults, except a Default in the payment of principal of, premium, if any, and interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediatelySecurities. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall become due and payable immediately without further action or notice. The Holders may not enforce the provisions of the Indenture or the Securities except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the Trustee in its exercise of any trust or power; provided, however, that such direction does not conflict with the terms of the Indenture. The Trustee may withhold from the Holders of the Securities notice of any continuing Default or Event of Default (except a any Default relating to the payment or Event of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on the Securities if the Trustee determines that withholding such notice is in the Holders’ interest, if any, on, . The Trustee is not obligated to exercise any of the Securities held rights or powers vested in it by a non-consenting Holder. The Company is required the Indenture at the request or direction of any of the Holders pursuant to deliver the Indenture, unless such Holders shall have offered to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default security or Event of Default, to deliver indemnity satisfactory to the Trustee a statement specifying against the costs, expenses and liabilities which might be incurred by it in compliance with such Default request or Event of Defaultdirection.

Defaults and Remedies. The Events In the case of an Event of Default relating arising from certain events of bankruptcy, insolvency or reorganization specified in the Indenture with respect to the Securities are defined in Section 5.01 of the Base IndentureCompany or any Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Securities Notes may declare all unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal, premium, if any, and interest and any other monetary obligations on all the then outstanding Securities to be shall become due and payable immediately. Notwithstanding the foregoing, in the case The Trustee may withhold from Holders notice of an any continuing Default or Event of Default arising from certain events (except a Default or Event of bankruptcy Default relating to the payment of principal or insolvency, interest) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may on behalf of the Holders of all outstanding Securities shall become due Notes waive any past Default and payable immediately its consequences under the Indenture except a Default (1) in the payment of the principal of, premium, if any, or interest on any Note (which may only be waived with the consent of each Holder affected) or (2) in respect of a covenant or provision which under the Indenture cannot be modified or amended without further action the consent of the Holder of each Note affected by such modification or noticeamendment. Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may power conferred on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holderit. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Company is required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency as set forth in the Indenture, all outstanding Securities Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of all the Holders of all of the Securities waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530.0% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuers proposes to take with respect thereto.

Defaults and Remedies. The Events An Event of Default relating to includes the Securities are defined in Section 5.01 occurrence of any of the Base Indenturefollowing: default in payment of principal or Change in Control Price or Redemption Price of any Security, when the same becomes due and payable; default for 30 days in payment of accrued and unpaid interest, Additional Interest Amount or Additional Amounts; failure by the Company for 30 days after notice to it to comply with any of its other agreements in the Indenture or the Securities; certain payment defaults or the acceleration of other Indebtedness of the Company and its Subsidiaries and certain events of bankruptcy or insolvency involving the Company or its Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, except as provided in the case of Indenture. If an Event of Default arising from certain events specified in Section 601(v) or (vi) of bankruptcy or insolvencythe Indenture with respect to the Company occurs, the principal of and accrued interest on all outstanding the Securities shall IPSO FACTO become and be immediately due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Security Holder. Security Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Security Holders of the Securities notice of any continuing Default or Event of Default (except a Default relating to the payment or Event of principal, premium, if any, or interestDefault in payment) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount the interests of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting HolderSecurity Holders. The Company is required to deliver must furnish an annual compliance certificate to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of DefaultTrustee.

Defaults and Remedies. The Securities have the Events of Default relating to the Securities are defined as set forth in Section 5.01 6.1 of the Base Indenture. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount aggregate Principal Amount of the then outstanding Securities Securities, subject to certain limitations, may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, all outstanding insolvency are Events of Default and shall result in the Securities shall become being due and payable immediately without further action or noticeupon the occurrence of such Events of Default. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount Principal Amount of the then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount Principal Amount of the Securities then outstanding Securities, by written notice to the Trustee Trustee, may on behalf of the Holders of all of the Securities waive any existing Default rescind an acceleration and its consequences under if the Indenture rescission would not conflict with any judgment or decree and if all existing Events of Default (except a continuing Default in payment nonpayment of principal or interest that has become due solely because of the principal of, premium, if any, acceleration) have been cured or interest, if any, on, any waived. Except in the case of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default default or Event of DefaultDefault in the payment of any amount with respect to any Security, to deliver to the Trustee a statement specifying shall be protected in withholding notice of such Default default or Event of DefaultDefault from the Holders, if the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. The above description of Events of Default and remedies is qualified by reference, and subject in its entirety, to the more complete description thereof contained in the Indenture.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer intends to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530.0% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within ten Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities are defined in Section 5.01 of the Base Indenture. If any an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Original Principal Amount of the then outstanding Securities at the time outstanding, may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, all outstanding insolvency are Events of Default which will result in the Securities shall become becoming due and payable immediately without further action or noticeupon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount Original Principal Amount of the then Securities at the time outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the in payment of principal, premium, if any, or interest) on any Security if it determines that withholding notice is in their interestinterests. The Holders of a majority in aggregate principal amount of Trustee Dealings with the Securities then outstanding Company. Subject to certain limitations imposed by notice to the TIA, the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company is required upon becoming aware or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any Default liability for any obligations of the Company under the Securities or Event the Indenture or for any claim based on, in respect of Defaultor by reason of such obligations or their creation. By accepting a Security, to deliver to each Holder waives and releases all such liability. The waiver and release are part of the Trustee a statement specifying such Default or Event consideration for the issue of Defaultthe Securities.

Defaults and Remedies. The Events of Default relating to the Securities are defined in Section 5.01 of the Base Indenture. If any an Event of Default occurs (other than certain events of bankruptcy or insolvency) shall occur and is be continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in principal amount of the then outstanding Securities Outstanding Notes may declare the principal, unpaid principal of (and premium, if any, ) and accrued and unpaid interest and any other monetary obligations on all the then outstanding Securities Notes to be immediately due and payable immediately. Notwithstanding by notice in writing to the foregoing, in Company and the case of an Trustee specifying the Event of Default arising from certain and that it is a “notice of acceleration.” Certain events of bankruptcy or insolvencyinsolvency are Events of Default which will result in the unpaid principal of (and premium, if any) and accrued and unpaid interest on all outstanding Securities shall the Notes will become immediately due and payable immediately without further action any deceleration or noticeother act on the part of the Trustee or Holder. Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee is under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable indemnity. Subject to certain limitationsall provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Securities may Outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on the Trustee. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default (except a Default relating to or Event of Default in the payment of principalprincipal or, premium, if any, or interestinterest on any Note) if it and so long as a committee of its trust officers in good faith determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount the interests of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of DefaultHolders.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Company proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company Issuer and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding Securities may declare the principal, principal of and premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, of or premium, if any, or interest, if any, on, interest on any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or or, without duplication, interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or Event of Defaultproposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in writing in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within ten Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities are defined in Section 5.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities of a series may declare the principal, principal of and premium, if any, interest and interest, if any, and any other monetary obligations on all the then outstanding Securities of such series to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities may direct the Trustee in its their respective exercise of any trust or power. The Trustee may withhold from Holders of the Securities of any series notice of any continuing Default (except a Default relating to the payment of principal, the principal of or premium, if any, or interest, if any, on the Securities of such series or in the payment or delivery of any consideration due upon conversion or exchange of any Security of such series (if applicable)) if it determines they determine that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Securities of any series then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities of such series waive any an existing Default or Event of Default and its consequences under the Indenture hereunder, except a continuing Default or Event of Default in the payment of the principal ofamount, premium, if any, or and any accrued and unpaid interest, if any, onon any Security of such series or, any in the case of the Securities held by of any series that are convertible or exchangeable, in the payment or delivery of any consideration due upon conversion or exchange of the Securities of such series (including in connection with an offer to purchase) provided, however, that the Holders of a non-consenting Holdermajority in aggregate principal amount of the then outstanding Securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration in accordance with Section 5.02. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then total outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if and so long as it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default and its consequences under the Indenture (except a continuing Default in the payment of the principal ofinterest on, premium, if any, or interest, if any, on, the principal of any of the Securities Note held by a non-consenting Holder) and rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived. The Company Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is Issuers are required upon within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultevent.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding Securities outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may declare the principal, premium, if any, and accrued interest and any other monetary obligations on all the then outstanding Securities Notes to be immediately due and payable immediatelypayable. Notwithstanding the foregoingUpon a declaration of acceleration, in the case of such principal of, premium, if any, and accrued interest shall be immediately due and payable. If an Event of Default arising from certain events specified in clause or of bankruptcy or insolvencyof the Indenture occurs with respect to the Company, all the principal of, premium, if any, and accrued interest on the Notes then-outstanding Securities shall automatically become and be immediately due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders may not enforce the Indenture Indenture, the Notes or the Securities Subsidiary Guarantees except as provided in the Indenture. Subject to certain limitations, the Holders of at least a majority in aggregate principal amount of the then outstanding Securities Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on the Trustee. The Trustee may withhold refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes. The Trustee shall, within 90 days of the Securities occurrence of a default, give to the Holders of the Notes notice of any continuing Default (all uncured defaults known to it, but the Trustee may withhold such notice if it, in good faith, determines that the withholding of such notice is in the best interest of such Holders, except in the case of a Default relating to default in the payment of principal, premium, the principal of or interest or Additional Interest (if any, or interest) if it determines that withholding notice is in their intereston any of the Notes. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding outstanding, by written notice to the Trustee may Trustee, may, on behalf of the Holders of all of the Securities Notes, waive any existing all past Defaults or Events of Default and rescind and annul a declaration of acceleration and its consequences under if (x) all existing Events of Default, other than the Indenture except a continuing Default in payment nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or interestwaived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Upon any such waiver, if anysuch Default or Event of Default shall cease to exist, on, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Securities held by a non-consenting HolderIndenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. The Company and each Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon as soon as reasonably possible and in any event within 30 days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Company proposes to take with respect thereto.

Defaults and Remedies. The Under the Indenture, Events of Default relating to the Securities are defined include, among others,(i) default in Section 5.01 payment of the Base Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Change in Control Purchase Price, Asset Sale Offer Price or any other payment required to be made under the Indenture, when the same becomes due and payable; (ii) failure by the Company or the Guarantor to comply with other agreements in the Indenture or the Securities, subject to notice and lapse of time; and (iii) certain events of bankruptcy or insolvency. If any an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount of the then outstanding Securities at the time outstanding, may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, all outstanding insolvency are Events of Default which will result in the Securities shall become becoming due and payable immediately without further action or noticeupon the occurrence of such Events of Default. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority 25% in aggregate principal amount Principal Amount of the then Securities at the time outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Securityholders notice of any continuing Default (except a Default relating to the in payment of principal, premium, if any, or interestamounts specified in clause (i) above) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultinterests.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, principal of and accrued but unpaid interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediatelyimmediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Securities Notes shall ipso facto become and be immediately due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders may not enforce the Indenture Indenture, the Notes or the Securities Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within 30 Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal ofprincipal, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company EFIH is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company EFIH is required upon within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the EFIH proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to are set forth in the Securities are defined in Section 5.01 of the Base Indenture. If any Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in Section 6.1(d) or (e) of the Indenture with respect to the Company) occurs and is continuing, then the Trustee or the Holders holders of at least not less than 25% in aggregate principal amount of the then outstanding Securities may Series A Convertible Debentures may, or the Trustee may, declare the principalprincipal of, premium, if any, interest and any other monetary obligations on all the then outstanding Securities plus accrued interest, if any, to be due and payable immediately. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events specified in Section 6.1(d) or (e) of bankruptcy or insolvencythe Indenture with respect to the Company occurs and is continuing, the principal of, premium, if any, and accrued interest on all outstanding Securities of the Series A Convertible Debentures shall ipso facto become and be immediately due and payable immediately subject to the prior payment in full of Senior and Subordinated Debt without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders Series A Convertible Debentureholders may not enforce the Indenture or the Securities Series A Convertible Debentures except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Series A Convertible Debentures. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Series A Convertible Debentures may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Series A Convertible Debentureholders notice of any continuing Default default (except a Default relating to the default in payment of principal, premium, if any, principal or interestinterest or a failure to comply with Article V of the Indenture) if it determines in good faith that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holderinterests. The Company is required to deliver must furnish an annual compliance certificate to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of DefaultTrustee.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Guarantees or the Securities Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company Milacron is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is Issuers are required upon within ten (10) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. .If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal ofinterest on, premium, if any, or interest, if any, onthe principal of, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events If an Event of Default occurs (other than an Event of Default relating to the Securities are defined in Section 5.01 certain events of bankruptcy, insolvency or reorganization of the Base Indenture. If any Event of Default occurs Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities may declare the principalprincipal of, premiumand accrued but unpaid interest on, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of If an Event of Default arising from relating to certain events of bankruptcy bankruptcy, insolvency or insolvencyreorganization of the Company occurs, the principal of, and interest on, all outstanding the Securities shall become iminediately due and payable immediately without further action any declaration or noticeother 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 not rescind any such acceleration with respect to the Securities and the 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 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 except as provided unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) Holders of at least 25% in principal amount of the Indentureoutstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it in its reasonable discretion Exh. Subject to certain limitationsA-10 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 then outstanding Securities may direct have not given the Trustee in its exercise of any trust or powera direction inconsistent with such request within such 60-day period. The Trustee may withhold from Holders of Subject to certain restrictions, the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding by notice 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 on behalf of the Holders of all of the Securities waive refuse to follow any existing Default and its consequences under direction that conflicts with law or the Indenture except a continuing Default in payment of or that the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company Trustee determines is required to deliver unduly prejudicial to the rights of any other Holder or that would involve the Trustee annually a statement regarding compliance with in personal liability. Prior to taking any action under the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such Default or Event of Defaultaction.

Defaults and Remedies. The Events of Default relating to the Securities are defined in Section 5.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities may direct Table of Contents the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Securities are defined in Section 5.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Securities Notes, by notice to the Issuers and the Trustee, may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately, together with all accrued and unpaid interest, and premium, if any, thereon. Notwithstanding the foregoingpreceding, in the case of if an Event of Default arising from certain events specified in clause (i) or (j) of bankruptcy Section 6.01 of the Indenture occurs with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or insolvencyany group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Securities Notes shall become due and payable immediately without further action or notice, together with all accrued and unpaid interest, and premium, if any, thereon. Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, interest or premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, premium or interest on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of DefaultNotes.

Defaults and Remedies. The If an Event of Default (other than certain bankruptcy Events of Default relating with respect to the Securities are defined in Section 5.01 Issuer or any of the Base Indenture. If any Event of Default Guarantors) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may declare all of the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, immediately in the case of an manner and with the effect provided in the Indenture. If a bankruptcy Event of Default arising from certain events with respect to the Issuer or any of bankruptcy or insolvencythe Guarantors occurs and is continuing, all outstanding the Securities shall become be immediately due and payable immediately in the manner and with the effect provided in the Indenture without further any notice or other action on the part of the Trustee or noticeany Holder. Holders of Securities may not enforce the Indenture Indenture, the Securities or the Securities Guarantees except as provided in the Indenture. Subject The Trustee is not obligated to enforce the Indenture, the Securities or the Guarantees unless it has received indemnity satisfactory to it. The Indenture permits, subject to certain limitationslimitations therein provided, Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any certain continuing Defaults or Events of Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding Securities may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon becoming aware within 30 days after the occurrence of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Securities Notes by written notice to the Company may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Company, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in of the aggregate principal amount of the Securities then outstanding Notes, by written notice to the Trustee Trustee, may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture (except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting nonconsenting Holder). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon within thirty (30) days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default Default, its status and what actions the Company is taking or Event of Defaultproposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the all Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal ofinterest on, premium, if any, or interest, if any, onthe principal of, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, interest on, any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement an Officer’s Certificate regarding compliance with the Indenture, and the Company Issuer is required upon within ten (10) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement an Officer’s Certificate specifying such Default and what action the Issuer is taking or Event of Defaultproposes to take in respect thereof.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding Securities may declare the principal, principal of and premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities any Guarantee, if any, except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, of or premium, if any, or interest, if any, on, interest on any of the Securities Notes held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Securities are defined in Section 5.01 of the Base Indenture. If any an Event of Default occurs and is continuingcontinuing (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization in which events all principal, accrued interest and Additional Amounts, if any, with respect to the Securities will be immediately due and payable without any declaration or other act on the part of the Trustee or the Holders), then in every such case, unless the principal of all of the Securities shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, immediately in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall become due manner and payable immediately without further action or noticewith the effect pro- vided in the Indenture. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default (except a Default relating to the in payment of principal, premiuminterest or Additional Amounts), if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default11.

Defaults and Remedies. The Events of Default relating include: default in payment of interest on the Debentures for thirty (30) days; default in payment of principal on the Debentures at maturity, upon acceleration, redemption or otherwise; failure by the Company for the period specified in the Indenture after notice to it to perform certain covenants and to comply with any of its other agreements in the Securities are defined in Section 5.01 Indenture or the Debentures; certain final judgments which remain undischarged; and certain events of bankruptcy of the Base IndentureCompany. If any an Event of Default resulting from such events of bankruptcy of the Company occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Securities Debentures may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Debentures to be due and payable immediately. Notwithstanding If other Events of Default under the foregoingIndenture shall have occurred and be continuing, the Trustee may, in its discretion and subject to the case indemnity provisions referenced hereinafter, proceed to protect and enforce its rights and the rights of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities the Holders by such appropriate judicial proceedings as the Trustee shall become due and payable immediately without further action or noticedeem most effectual under the circumstances. Holders Debentureholders may not enforce the Indenture or the Securities Debentures except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Debentures. Subject to certain limitationslimitations (including the indemnity referenced in the foregoing sentence), Holders of a majority in aggregate principal amount of the then outstanding Securities Debentures may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Debentureholders notice of any continuing Default default (except a Default relating to the default in payment of principal, premium, if any, principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holderinterests. The Company is required to deliver must furnish an annual compliance certificate to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of DefaultTrustee.

Defaults and Remedies. The Events of Default relating to the Securities Notes are defined in Section 5.01 6.01 of the Base Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Securities Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities shall Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Securities Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if and so long as it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Securities Notes waive any existing Default and its consequences under the Indenture (except a continuing Default in the payment of the principal ofinterest on, premium, if any, or interest, if any, on, the principal of any of the Securities Note held by a non-consenting Holder) and rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived. The Company Issuer and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer is required upon within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultevent.

Defaults and Remedies. The Events of Default relating to are set forth in the Securities are defined in Section 5.01 of the Base Indenture. If any Subject to certain limitations in the Indenture, if an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount of the then outstanding Securities at the time outstanding, may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, all outstanding insolvency are Events of Default which will result in the Securities shall become becoming due and payable immediately without further action or noticeupon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount Principal Amount of the then Securities at the time outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities Securityholders notice of any continuing Default (except a Default relating to the in payment of principal, premium, if any, amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interestinterests. The Holders of a majority in aggregate principal amount of Trustee Dealings with the Securities then outstanding Company. Subject to certain limitations imposed by notice to the TIA, the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest, if any, on, any of the Securities held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company is required upon becoming aware of any Default or Event of Default, to deliver to its Affiliates and may otherwise deal with the Trustee a statement specifying such Default Company or Event of Defaultits Affiliates with the same rights it would have if it were not Trustee.