Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due); (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemption, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such series, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000; (v) certain events of bankruptcy or insolvency with respect to the Company or a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceable. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include include: (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)the same becomes due and payable; (ii) default in payment of principal on the Debt Securities of such series when the same becomes due and payable at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted Subsidiary its Subsidiaries if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period; (v) certain events of bankruptcy or insolvency with respect to the Company or a any Significant Subsidiary; and (vi) except as otherwise provided certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the Indenture, failure of any Subsidiary Guarantee ceasing to be in full force and effect, effect or being declared the denial or disaffirmation by a court any Subsidiary Guarantor of competent jurisdiction its obligations under the Indenture or governmental authority to be invalid or unenforceablethe Securities in certain cases. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series any Security at maturityits Stated Maturity, upon redemption, upon declaration or otherwiseredemption pursuant to paragraph 5 of the Securities, or failure by the Company to redeem or purchase Debt purchase, upon declaration, acceleration or otherwise, Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted Subsidiary any Note Guarantor to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$20,000,000 or its foreign currency equivalent; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company and its Restricted Subsidiaries; (vi) certain judgments or decrees not covered by insurance for the payment of money in excess of $15,000,000 or its foreign currency equivalent against the Company or a Significant Restricted Subsidiary; and (vivii) except as otherwise provided in the Indenture, any a Note Guarantee ceasing to be in full force and effect, effect (other than in accordance with its terms) or being declared by a court of competent jurisdiction any Note Guarantor denies or governmental authority to be invalid disaffirms its obligations under the Indenture or unenforceableany Note Guarantee and such Default continues for 10 days. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal principal, premium, if any, or interest) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) include: default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Notes; (ii) default in payment of principal on the Debt Securities of such series Notes at maturity, upon redemptionredemption pursuant to paragraph 5 of the Notes, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series Notes when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted any Subsidiary Guarantor to comply with other agreements in the Indenture or the Debt Securities of such seriesNotes, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company Company, any Subsidiary Guarantor or a Restricted any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$15.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company and the Significant Subsidiaries; certain judgments or a Significant Subsidiarydecrees for the payment of money in excess of $15.0 million; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing certain defaults with respect to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSubsidiary Guaranties. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series Notes may declare all the Debt Securities of such series Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series Notes being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Noteholders may not enforce the Indenture or the Debt Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities Notes unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Noteholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 or 6 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company Company, Parent or a Restricted any Subsidiary Guarantor to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company and the Significant Subsidiaries; (vi) certain judgments or a Significant Subsidiarydecrees for the payment of money in excess of $10.0 million; and (vivii) except as otherwise provided in certain defaults with respect to the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableGuaranties. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 or 6 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; 10 (iii) failure by the Company Company, Parent or a Restricted any Subsidiary Guarantor to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company and the Significant Subsidiaries; (vi) certain judgments or a Significant Subsidiarydecrees for the payment of money in excess of $10.0 million; and (vivii) except as otherwise provided in the Indenture, any Guarantee ceasing certain defaults with respect to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableGuaranties. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include in summary form (i) default for 30 days in the payment of interest on the Debt Securities of such series (including any Additional Amounts when due), continued for 30 days; (ii) default in the payment of principal on of (or premium, if any, on) the Debt Securities of such series at maturity, upon redemption, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesdue; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements certain of the covenants in the Indenture or Indenture, including the Debt Securities Change of such seriesControl covenant, in certain cases subject to notice the Asset Sale covenant and lapse of timethe Restrictive Payments covenant; (iv) certain accelerations (including failure to pay within perform any grace period after final maturity) of other Debt covenant of the Company or a Restricted Subsidiary if any Guarantor in the amount accelerated (or so unpaid) exceeds U.S.$10,000,000Indenture, continued for 30 days after written notice as provided in the Indenture; (v) Indebtedness of the Company or any Subsidiary is not paid when due within the applicable grace period, or is accelerated and, in either case, the principal amount of such unpaid Indebtedness exceeds $10,000,000; (vi) one or more final judgments or orders by a court of competent jurisdiction are entered against the Company or any Subsidiary in an uninsured or unindemnified aggregate amount in excess of $5,000,000 and such judgments or orders are not discharged, waived, appealed, stayed, satisfied or bonded for a period of 60 consecutive days; (vii) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to the Company reorganization; or (viii) a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing ceases to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceable. If an Event of Default effect (other than in accordance with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount terms of the Outstanding Debt Securities of Indenture and such series may declare all the Debt Securities of such series to be due and payable immediatelyGuarantee) or a Guarantor denies or disaffirms its obligations under its Guarantee. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount at Stated Maturity of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders. The Holders of a majority in principal amount at Stated Maturity of the outstanding Securities, by written notice to the Company and the Trustee, may rescind any declaration of acceleration and its consequences if the rescission would not conflict with any judgment or decree, and if all Events of Default have been cured or waived except nonpayment of principal and interest that has become due solely because of the acceleration.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted Significant Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company or a and the Significant SubsidiarySubsidiaries; and (vi) except as otherwise provided certain judgments or decrees for the payment of money in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court excess of competent jurisdiction or governmental authority to be invalid or unenforceable$10.0 million. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due); (iia) default in any payment of principal the Principal Amount at Maturity, Issue Price, accrued Original Issue Discount or Redemption Price on the Debt Securities Notes when the same becomes due and payable; (b) failure on the part of such series at maturity, upon redemption, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture Guarantor or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary Issuer to comply with other agreements in the Indenture Notes or in the Debt Securities of such seriesIndenture, in certain cases subject to notice and lapse of time; (ivc) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt of the Company or a Restricted Subsidiary indebtedness if the amount accelerated (or so unpaid) equals or exceeds U.S.$10,000,0002% of Consolidated Capitalization of the Guarantor; (vd) the Guarantee ceases to be in full force and effect or the Guarantor or any person acting on behalf of the Guarantor shall deny or disaffirm the Guarantor's obligations under the Guarantee; or (e) certain events of bankruptcy or insolvency with respect to of the Company Guarantor or a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableIssuer. If an Event of Default with respect to a series of Debt Securities occurs shall have occurred and is be continuing, then, unless the principal amount of all of the Notes shall have previously become due and payable, either the Trustee or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Notes then Outstanding Debt Securities of such series may declare all the Debt Securities of such series Notes to be immediately due and payable immediatelypayable. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being Notes becoming due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Noteholders may not enforce the Indenture or the Debt Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Notes at the time Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Noteholders notice of any continuing Default (except a Default in payment of principal or interestamounts specified in clause (a) above) if it determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities under the Indenture include (i) --------------------- the following: default for 30 days the period specified in the Indenture in payment of interest on on, or Liquidated Damages, if any, with respect to the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal when due on the Debt Securities of such series at (upon maturity, upon redemption, upon declaration tender for repurchase or otherwise, or ); failure by the Company to redeem comply with specific covenants or purchase Debt Securities discontinuance by the Company of such series when required pursuant to the Indenture or the Debt Securities substantially all of such seriesits airline operations; (iii) failure by the Company or a Restricted Subsidiary for sixty (60) days after notice to it to comply in any material respect with any of its other covenants, conditions or agreements in the Indenture or the Debt Securities Securities, unless otherwise specified; the occurrence of such series, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within defaults under any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted any Significant Subsidiary if the in excess of $15,000,000 in principal amount accelerated or under Senior Obligations which continues for thirty (or so unpaid30) exceeds U.S.$10,000,000; (v) certain events of bankruptcy or insolvency with respect days after notice to the Company Company; the rendering or a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared domestication of final judgments by a court of competent jurisdiction against the Company or governmental authority any Significant Subsidiary in an aggregate amount of $15,000,000 or more which remain undischarged for a period (during which execution is not stayed) of sixty (60) days after the date on which the right to be invalid appeal has expired; cessation of effectiveness of Operative Documents without the consent of the Trustee; and certain events of bankruptcy, insolvency or unenforceablereorganization. If Subject to certain limitations in the Indenture, if an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in principal amount of the then Securities Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain , except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default that will result in the Debt insolvency, all Securities of a series being Outstanding become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Debt Securities unless it receives reasonable indemnity or securitySecurities. Subject to certain limitations, Holders of a majority in principal amount of the then Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default default (except a Default default in payment of principal or interest) if it determines that withholding notice is in their interestinterests. The Company must furnish compliance certificates to the Trustee. 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. Under the Indenture, Events of Default with respect to a series of Debt Securities include include, in summary form, (i) default for 30 days in payment of any interest on the Debt Securities of such series (including contingent interest, if any) or Liquidated Damages, if any, on any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Principal Amount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities of such series at maturity, upon redemption, upon declaration or otherwise, or failure by when the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriessame becomes due and payable; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt of default by the Company or a Restricted Subsidiary if its Subsidiaries in the payment at the final maturity thereof, after the expiration of any applicable grace period, of principal of indebtedness for money borrowed in the principal amount accelerated (then outstanding in excess of $10,000,000, or acceleration of any indebtedness in such principal amount so unpaid) exceeds U.S.$10,000,000that it becomes due and payable prior to the date on which it would otherwise have become due and payable and such acceleration is not rescinded within 30 business days after notice to the Company in accordance with the Indenture; (v) a Guarantee by a Guarantor that is a "significant subsidiary" as defined in Item 1-02(w) of Regulation S-X ceases to be or is asserted by the Company or any Guarantor not to be in full force and effect (other than in accordance with the terms of the Indenture and such Guarantee); and (vi) certain events of bankruptcy or insolvency with respect to the Company or a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableinsolvency. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount of the Outstanding Debt Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default details for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Debentures; (ii) default in payment of principal on the Debt Securities of such series Debentures at maturity, upon redemptionredemption pursuant to paragraph 5 hereof, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series Debentures when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesDebentures, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt of the Company or a Restricted any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$1,000,000; (v) certain events of bankruptcy or insolvency with respect to the Company or a any Significant Subsidiary; and (vi) except as otherwise provided certain judgments or decrees for the payment of money in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court excess of competent jurisdiction or governmental authority to be invalid or unenforceable$1,000,000. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series Debentures may declare all the Debt Securities of such series Debentures to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will which shall result in the Debt Securities of a series Debentures being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Debentureholders may not enforce the Indenture or the Debt Securities Debentures except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities Debentures unless it its receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities Debentures may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Debentureholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days the Company defaults in the payment of interest the Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price or a Fundamental Change Purchase Price on any Security when the Debt Securities of such series (including any Additional Amounts when due); (ii) default in payment of principal on the Debt Securities of such series same becomes due and payable at maturityits Stated Maturity, upon redemption, upon declaration declaration, when due for repurchase by the Company or otherwise, whether or failure not such payment shall be prohibited by Article 10 of the Indenture; (ii) after exercise of its option pursuant to Section 12.01 of the Indenture following a Tax Event, the Company to redeem or purchase Debt Securities defaults in the payment of interest upon any security when such series when required pursuant to the Indenture or the Debt Securities interest becomes due and payable, and such default continues for a period of such series30 days; (iii) failure by of the Company to perform or a Restricted Subsidiary to comply with other agreements in the Indenture or provisions of Section 11.02 of the Debt Securities Indenture, and such failure continues for a period of such series, in certain cases subject to notice and lapse of time10 days; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt of the Company fails to comply with any of its agreements or covenants in this Security or the Indenture (other than those referred to in clauses (i) through (iii) above) and such failure continues for 60 days after receipt by the Company of a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000Notice of Default; and (v) certain events of bankruptcy or insolvency with respect to the Company or a Significant Subsidiary; and (vi) except as otherwise provided set forth in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceable. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount of the Outstanding Debt Securities of such series at the time outstanding, may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being declared due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount of the Outstanding Debt Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interestamounts specified in clause (i) and (ii) above) if it determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Notes; (ii) default in payment of principal principal, or premium, if any, on the Debt Securities of such series Notes at maturityits Stated Maturity, upon redemption, upon declaration optional redemption or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted any Subsidiary Guarantor to comply with other agreements any covenant or agreement in the Indenture or the Debt Securities of such seriesNotes, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within make any payment at maturity, including any applicable grace period after final maturity) period, in respect of other Debt Indebtedness of the Company or a Restricted Subsidiary if any of its Subsidiaries (other than Indebtedness of the Company or of any of its Subsidiaries owing to the Company or any of its Subsidiaries) with an aggregate principal amount accelerated (or so unpaid) exceeds U.S.$10,000,000then outstanding in excess of $35,000,000, subject to certain conditions; (v) default in respect of other Indebtedness of the Company or any of its Subsidiaries (other than Indebtedness of the Company or of any of its Subsidiaries owing to the Company or any of its Subsidiaries) in an amount in excess of $35,000,000, which results in the acceleration of such Indebtedness, subject to certain conditions; (vi) certain events of bankruptcy or insolvency with respect to involving the Company or a Significant Subsidiaryany Subsidiary Guarantor; and (vivii) except as otherwise provided in the Indenture, Guarantee of any Guarantee ceasing Subsidiary Guarantor ceases to be in full force and effecteffect during its term or any Subsidiary Guarantor denies or disaffirms in writing its obligations under the Indenture or its Guarantee, or being declared by a court other than in connection with the termination of competent jurisdiction or governmental authority such Guarantee pursuant to be invalid or unenforceablethe provisions of the Indenture. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Debt Securities of such series Notes may declare all the Debt Securities of such series Notes to be due and payable immediately. Certain events of bankruptcy or insolvency involving the Company are Events of Default that which will result in the Debt Securities of a series Notes being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities Notes unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal principal, premium, if any, or interest) if it in good faith determines that withholding notice is in not opposed to their interest.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include include: (ia) default for 30 days in the payment when due of interest on the Debt Securities of such series (including any Additional Amounts when due)Notes; (iib) default in payment when due of principal of or premium, if any, on the Debt Securities of such series at maturity, upon redemption, upon declaration or otherwise, or Notes (including the failure by to repurchase the Company to redeem or purchase Debt Securities of such series when required Notes pursuant to the Indenture a Change of Control Offer or the Debt Securities of such seriesAsset Sale Offer); (iiic) failure by the Company Company, any Guarantor or a Restricted any Significant Subsidiary to comply with Section 5.01 of the Indenture; (d) failure by the Company, any Guarantor or any Significant Subsidiary for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding voting as a single class to comply with certain other agreements in the Indenture or the Debt Securities Notes; (e) default under certain other agreements relating to Indebtedness of the Company, any Guarantor or any Significant Subsidiary which default results in the acceleration of such series, in certain cases subject Indebtedness prior to notice and lapse of timeits express maturity; (ivf) certain accelerations (including failure to pay within any grace final judgments for the payment of money that remain undischarged for a period after final maturity) of other Debt of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,00060 days; (vg) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary; and (vih) except as otherwise provided in permitted by the Indenture, any applicable Subsidiary Guarantee ceasing or a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, effect or being declared by any Guarantor or a court of competent jurisdiction Significant Subsidiary or governmental authority to be invalid any Person acting on its behalf shall deny or unenforceabledisaffirm its obligations under such Guarantor’s Subsidiary Guarantee. If an any Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series then outstanding Notes may declare all the Debt Securities of such series Notes to be due and payable immediatelypayable. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default that involving the Company, all outstanding Notes will result in the Debt Securities of a series being become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Holders of the Notes notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series any Security when due at maturityits Stated Maturity, upon redemptionredemption pursuant to paragraphs 5 or 6 above, upon declaration required repurchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary to comply with Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure by the Company or any Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity) maturity or acceleration by the Holders thereof because of other Debt a default and the total amount of the Company such Indebtedness unpaid or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$5.0 million; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the Company or a any Significant Subsidiary; and (vi) except as otherwise provided the rendering of any judgments or decrees for the payment of money in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court excess of competent jurisdiction or governmental authority to be invalid or unenforceable$5.0 million. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series then outstanding may declare all the Debt Securities of such series to be due and payable immediatelypayable. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest or additional interest on the Debt Securities of such series (including any Additional Amounts when due); (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon declaration or acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted Subsidiary to comply with its obligations under certain covenants; (iv) failure by the Company to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (ivv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$75.0 million; (vvi) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company or a Significant Subsidiary; (vii) any judgment or decree for the payment of money in excess of $75.0 million is rendered against the Company or a Significant Subsidiary, remains outstanding for a period of 60 days following such judgment or decree and is not discharged, waived or stayed within 10 days after notice; or (viviii) except as otherwise provided in the Indenture, any Subsidiary Guarantee ceasing of any Significant Subsidiary ceases to be in full force and effect, effect (other than in accordance with the terms of such Subsidiary Guarantee) or being is declared by a court of competent jurisdiction null and void and unenforceable or governmental authority found to be invalid or unenforceableany Subsidiary Guarantor denies its liability under its Subsidiary Guarantee (other than by reason of release of a Subsidiary Guarantor from its Subsidiary Guarantee in accordance with the terms of the Indenture and such Subsidiary Guarantee). If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt outstanding Securities of such series may declare the principal of and accrued but unpaid interest on all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization are Events of Default that will which shall result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt A default under clauses (iv) or (v) shall not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Securities notifies the Company of the default and the Company does not cure such default within the time specified after receipt of such notice. Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities under the Indenture include (i) the following: default for 30 days the period specified in the Indenture in payment of interest interest, if any, on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of the principal on amount of any Securities when the Debt Securities of such series same becomes due and payable (at maturity, upon acceleration, redemption, upon declaration tender for repurchase or otherwise, or ); failure by the Company to redeem or purchase Debt Securities comply with specific covenants of such series when required pursuant to the Indenture or of the Debt Securities Mortgage within the time periods provided therein, discontinuing substantially all of such series; (iii) failure by the Company its commercial airlines operations, or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such series, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within over amounts required under the Mortgage; failure to comply in any grace period after final maturity) material respect with any of its other Debt agreements contained in the Indenture, the other Operative Documents or the Securities; a representation or warranty of the Company in the Indenture, the other Operative Documents or any Mortgage Supplement or in any certificate of the Company delivered under any such document proves to be untrue in any material respect when made; the occurrence of certain defaults under any Indebtedness of the Company or a Restricted Subsidiary if any of its Significant Subsidiaries in excess of $10,000,000 in principal amount; the amount accelerated (rendering or so unpaid) exceeds U.S.$10,000,000; (v) certain events domestication of bankruptcy or insolvency with respect to the Company or a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared final judgments by a court of competent jurisdiction against the Company or governmental authority any of its Significant Subsidiaries in an aggregate amount of $10,000,000 or more which remain undischarged for a period (during which execution is not stayed) of sixty (60) days after the date on which the right to be invalid appeal has expired; cessation of effectiveness of Operative Documents without the consent of the Trustee; and certain events of bankruptcy, insolvency or unenforceablereorganization. If Subject to certain limitations in the Indenture, if an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in principal amount of the Securities Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain , except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default that will result in the Debt insolvency, all Securities of a series being Outstanding become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the IndentureIndenture and the Mortgage. Enforcement of the Lien of the Mortgage is limited to an aggregate amount of Obligations not exceeding $24,300,000 and is further restricted due to its second priority status, as more fully set forth in the Mortgage. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Debt Securities unless it receives reasonable indemnity or securitySecurities. Subject to certain limitations, Holders of a majority in principal amount of the then Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default default (except a Default default in payment of principal or interest) if it determines that withholding notice is in their interestinterests. The Company must furnish compliance certificates to the Trustee. 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 and the other Operative Documents.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities, continued for 30 days; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionoptional redemption pursuant to paragraph 5 of the Securities, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted Subsidiary any Guarantor to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company Company, any Guarantor or a Restricted any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$10 million; (v) certain events of bankruptcy or insolvency with respect to the Company Company, any Guarantor and the Significant Subsidiaries; (vi) certain judgments or a Significant Subsidiarydecrees for the payment of money in excess of $10 million; and (vivii) except as otherwise provided in the Indenture, any Guarantee ceasing certain defaults with respect to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableGuaranties. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of to be due and payable by notice in writing to the Company and the Trustee, and upon such series to declaration the Securities will be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of or Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionrequired repurchase, upon required repurchase, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted Subsidiary its Subsidiaries if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$20.0 million and such acceleration or failure to pay is not rescinded or cured, including by way of repayment, within a 10 day period; (v) certain events of bankruptcy or insolvency with respect to the Company or a any Significant Subsidiary; and (vi) except as otherwise provided certain final, non-appealable judgments or decrees for the payment of money in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court excess of competent jurisdiction or governmental authority to be invalid or unenforceable$20.0 million. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (ia) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (iib) default in payment of principal on the Debt Securities of such series at maturity, upon redemption, upon declaration purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iiic) failure by the Parent or Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company Parent or a any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$20 million; (ve) certain events of bankruptcy or insolvency with respect to the Parent, Company or a any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $20 million; and (vig) except as otherwise provided in certain defaults with respect to Security Guarantees of the Indenture, Parent or any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSignificant Subsidiary. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interestinterest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include include, without limitation: (i) default for 30 days in payment of interest when due on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of the principal of or premium, if any, on the Debt Securities of such series at maturityStated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted any Subsidiary Guarantor to comply with its obligations under Article IV of the Indenture, (iv) failure by the Company or any Subsidiary Guarantor to comply with certain other provisions or agreements in the Indenture or and the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (ivv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$50.0 million; (vvi) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vii) certain final judgments or decrees for the payment of money in excess of $50.0 million and (viii) the failure of any Subsidiary Guarantee entered into by a Subsidiary Guarantor which is a Significant Subsidiary or group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, effect (except as contemplated thereby) or being declared by a court of competent jurisdiction any denial or governmental authority to be invalid or unenforceabledisaffirmation thereof. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Debt outstanding Securities of such series then outstanding may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will which shall result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity reasonably satisfactory to the Trustee. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due); (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemption, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such series, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000; (v) certain events of bankruptcy or insolvency with respect to the Company or a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceable. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Holders of Debt Securityholders Securities may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Debt Securityholders Securities notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Under the Indenture, Events an Event of Default with respect to a series of Debt Securities include occurs if: (i) default for 30 days the Company defaults in any payment of interest on on, or Liquidated Damages with respect to, any Security when the Debt Securities same becomes due and payable, whether or not such payment shall be prohibited by Article X of the Indenture, and such series (including any Additional Amounts when due)default continues for a period of 30 days; (ii) default the Company defaults in the payment of the principal of or premium, if any, on the Debt Securities Securities, whether or not such payment shall be prohibited by Article X of such series at maturity, upon redemption, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesIndenture; (iii) failure by the Company or a Restricted Subsidiary fails to comply with other covenants and agreements in the Indenture or the Debt Securities of such seriesIndenture, in certain cases subject to notice and lapse of timeapplicable grace periods as set forth in the Indenture; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt of the Company or a any Restricted Subsidiary that is a Significant Subsidiary occur if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$15,000,000; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company and any Restricted Subsidiary which is a Significant Subsidiary; (vi) certain judgments or decrees for the payment of money in excess of $15,000,000 against the Company or any Restricted Subsidiary that is a Significant Subsidiary; and (vivii) except as otherwise provided in is permitted by the Indenture, a Security Guarantee by a Guarantor that is a Significant Subsidiary shall be held in any Guarantee ceasing judicial proceeding to be unenforceable or invalid or shall for any reason cease to be in full force and effecteffect or any Guarantor, or being declared by a court any Person acting on behalf of competent jurisdiction any Guarantor, denies or governmental authority to be invalid disaffirms its obligations under the Indenture or unenforceableits Security Guarantee. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediatelypayable. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal principal, premium, if any, or interest) if it and so long as a committee of its trust officers in good faith determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)continued for 30 days; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionoptional redemption pursuant to paragraph 5 of the Securities, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company Company, or a Restricted Subsidiary any Guarantor to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company Company, any Guarantor or a Restricted any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$10 million; (v) certain events of bankruptcy or insolvency with respect to the Company Company, any Guarantor and the Significant Subsidiaries; (vi) certain judgments or a Significant Subsidiarydecrees for the payment of money in excess of $10 million; and (vivii) except as otherwise provided in the Indenture, any Guarantee ceasing certain defaults with respect to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableGuaranties. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of to be due and payable by notice in writing to the Company and the Trustee, and upon such series to declaration the Securities will be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include include: (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)the same becomes due and payable; (ii) default in payment of principal on the Debt Securities of such series when the same becomes due and payable at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted Subsidiary its Subsidiaries if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$5.0 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period; (v) certain events of bankruptcy or insolvency with respect to the Company or a any Significant Subsidiary; and (vi) except as otherwise provided certain final, non-appealable judgments or decrees for the payment of money in excess of $5.0 million; and (vii) the Indenture, failure of any Subsidiary Guarantee ceasing to be in full force and effect, effect or being declared the denial or disaffirmation by a court any Subsidiary Guarantor of competent jurisdiction its obligations under the Indenture or governmental authority to be invalid or unenforceablethe Securities in certain cases. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include include: (ia) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (iib) default in payment of principal on the Debt Securities of such series at maturity, upon redemption, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iiic) failure by the Company or a Restricted any Subsidiary Guarantor to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company Company, any Subsidiary Guarantor or a Restricted any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$30,000,000; (ve) certain events of bankruptcy or insolvency with respect to the Company and the Significant Subsidiaries; (f) certain judgments or a Significant Subsidiarydecrees for the payment of money in excess of $30,000,000; and (vig) except as otherwise provided in the Indenture, any Guarantee ceasing certain defaults with respect to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSubsidiary Guarantees. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series being becoming due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days the Company defaults in payment of interest on which becomes payable after the Debt Securities have been converted to semiannual coupon notes following the occurrence of a Tax Event pursuant to Article 10 of the Indenture and such series default continues for 30 days (including any Additional Amounts when duewhether or not such payment shall be prohibited by the terms of the Indenture); (ii) default in payment of principal on the Debt Principal Amount at Maturity (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount), Issue Price plus accrued Original Issue Discount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payable (whether or not such series at maturity, upon redemption, upon declaration or otherwise, or failure payment shall be prohibited by the Company to redeem or purchase Debt Securities terms of such series when required pursuant to the Indenture or the Debt Securities of such seriesIndenture); (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within default in the payment of any grace period after final maturity) principal when due or resulting in acceleration of other Debt indebtedness of the Company for borrowed money where the aggregate principal amount with respect to which the default or acceleration has occurred exceeds $10,000,000, and such acceleration has not been rescinded or annulled within a Restricted Subsidiary if period of 10 days after receipt by the amount accelerated (or so unpaid) exceeds U.S.$10,000,000Company of a Notice of Default, subject to notice and lapse of time; and (v) certain events of bankruptcy or insolvency with respect to the Company or a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableinsolvency. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Outstanding Debt Securities of such series at the time outstanding, may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being becoming due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Outstanding Debt Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default with respect to include a series of Debt Securities include (i) default for 30 days in any payment of interest on the Debt Securities Notes when due and payable and such default continues for a period of such series (including any Additional Amounts when due)30 days; (ii) a default in the payment of principal on the Debt Securities of such series Notes when due and payable, at maturityStated Maturity, upon redemptionoptional redemption or required repurchase, upon declaration of acceleration or otherwise, or ; the failure by the Company to redeem or purchase Debt Securities comply with its obligations under Section 5.01 of such series when required pursuant to the Indenture or Indenture; the Debt Securities of such series; (iii) failure by the Company or a any Restricted Subsidiary to comply with any of its obligations under Section 4.05 or 4.06 of the Indenture for 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes; the failure by the Company or any Restricted Subsidiary to comply with its other agreements contained in the Indenture for 60 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Debt Securities Holders of such series, in certain cases subject to notice and lapse at least 25% of timethe outstanding principal amount of the Notes; (iv) certain accelerations (including the failure by the Company or any Restricted Subsidiary to pay within any grace period after final maturity) of Indebtedness (other Debt of than Indebtedness owing to the Company or a Restricted Subsidiary Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default if the total amount of such Indebtedness unpaid or accelerated (exceeds $200.0 million or so unpaid) exceeds U.S.$10,000,000its foreign currency equivalent; (v) certain events of bankruptcy or insolvency bankruptcy, as set forth in the Indenture, with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceable. If an any Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series then outstanding Notes may declare all the Debt Securities of such series Notes to be due and payable immediatelyimmediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or insolvency are Events any of Default its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will result in the Debt Securities of a series being become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce Indenture and the Trust Indenture or the Debt Securities unless it receives reasonable indemnity or securityAct. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may withhold from Debt Securityholders notice on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any continuing Default (except or Event of Default, to deliver to the Trustee a statement specifying such Default in payment or Event of principal or interest) if it determines that withholding notice is in their interestDefault.

Defaults and Remedies. Under the IndentureIf any Event of Default, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due); (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemption, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such series, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000; (v) certain events of bankruptcy or insolvency with respect to the Company or a Significant Subsidiary; and (vi) except as otherwise provided defined in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceable. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Debt Securities of such series then outstanding Notes may declare all the Debt Securities of such series Notes to be due and payable immediately. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default that insolvency, all outstanding Notes will result in the Debt Securities of a series being become due and payable immediately upon without further action or notice and the occurrence Holders of such Events at least 25% in aggregate principal amount of Defaultthe then outstanding Notes may instruct the Notes Collateral Agent to enforce the Collateral, subject to the provisions of the Indenture and the Collateral Documents. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders more than 50% of a majority in the principal amount of the Outstanding Debt Securities then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on the Trustee, subject to the requirements set forth in the Indenture. The Company shall deliver to the Trustee and the Canadian Co-Trustee, at least once in each twelve month period beginning on the date of the Indenture, and within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate regarding compliance with all conditions and covenants under the Indenture and Collateral Documents and, if the Company is not in compliance, the Company must specify any Defaults. So long as any of the Notes are outstanding, the Company will deliver to the Trustee and the Canadian Co-Trustee, forthwith upon becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default. The Trustee may withhold from Debt Securityholders Holders the notice of any continuing Default (if, and so long as, the Trustee and the Canadian Co-Trustee determine in good faith that withholding the notice is in the interests of the Holders of the Notes, except a Default in or Event of Default relating to the payment of principal, premium, if any, and interest, if any. The Holders of more than 50% in aggregate principal amount of the then outstanding Notes by written notice to the Trustee, or interest) the Notes Collateral Agent, as applicable, may, on behalf of the Holders of all of the Notes, rescind an acceleration or any instruction to enforce the Collateral, except where such rescission would conflict with any judgment or decree, or waive an existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of interest or premium, if it determines that withholding notice is in their interestany, on, or the principal of, the Notes.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (ia) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (iib) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iiic) failure by the Company or a Restricted any Subsidiary Guarantor to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$50 million; (ve) certain events of bankruptcy or insolvency with respect to the Company and the Significant Subsidiaries; (f) certain judgments or a Significant Subsidiarydecrees for the payment of money in excess of $50 million; and (vig) except as otherwise provided in the Indenture, any Guarantee ceasing certain defaults with respect to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSubsidiary Guaranties. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturitySecurities, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase upon declaration or otherwise, or failure by the Company Issuers to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted Subsidiary Issuers to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt of the Company or a Restricted Subsidiary Issuers if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$__ million; (v) M certain events of bankruptcy or insolvency with respect to the Company Issuers and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $__ million, subject to lapse of time and notice; and (vii) certain events with respect to the guarantees of the Issuers' obligations under the Securities by certain of their subsidiaries. However, a Significant Subsidiary; default under clauses -5- 6 certain of their subsidiaries. However, a default under clauses (iii) and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceable. If will not constitute an Event of Default with respect to a series of Debt Securities occurs and is continuing, until the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities outstanding notify the Issuers of the default and the Issuers do not cure such default within the time specified after receipt of such series notice. If an Event of Default occurs and is continuing, the Trustees or the Holders of at least 25% in principal amount of the Securities outstanding may declare the principal of and all accrued but unpaid interest on all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of or Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionrequired repurchase, upon required repurchase, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted Subsidiary its Subsidiaries if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$10.0 million and such acceleration or failure to pay is not rescinded or cured within a 10 day period; (v) certain events of bankruptcy or insolvency with respect to the Company or a any Significant Subsidiary; and (vi) except as otherwise provided certain final, non-appealable judgments or decrees for the payment of money in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court excess of competent jurisdiction or governmental authority to be invalid or unenforceable$10.0 million. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at 133 least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include include: (ia) default for 30 days 5 Business Days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (iib) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iiic) failure by the Company or a Restricted any Subsidiary Guarantor to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (ivd) failure by the Company for 30 days after receiving notice from the Trustee or holders of at least 25% in aggregate principal amount of the Securities to comply with the agreements in the Indenture; (e) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company or and its Restricted Subsidiaries), would constitute a Restricted Subsidiary Significant Subsidiary, if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$10.0 million; (vf) certain judgments or decrees for the payment of money in excess of $10.0 million; (g) certain defaults with respect to the Guarantees; (h) certain events of bankruptcy or insolvency with respect to the Company, Significant Subsidiaries and any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company or and its Restricted Subsidiaries), would constitute a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceable. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the holders.

Defaults and Remedies. Under the Indenture and subject to the terms of the Indenture, Events of Default with respect to a series of Debt Securities include include: (i) default for 30 days in the payment when due of interest on the Debt Securities of such series (including any Additional Amounts when due)Notes, which default continues for 30 consecutive days; (ii) default in payment of the principal of or premium, if any, on the Debt Securities of such series Notes when due, at maturityStated Maturity, upon optional redemption, upon declaration required repurchase or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesNotes, in certain cases subject to notice and or lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$35 million; (v) certain judgments or decrees for the payment of money in excess of $35 million; (vi) certain defaults with respect to the Notes Guarantees; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceable. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series Notes may declare all the Debt Securities of such series Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series Notes being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities Notes unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (ia) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Notes; (iib) default in payment of principal on the Debt Securities of such series Notes at maturity, upon redemptionredemption pursuant to paragraph 5 of the Notes, upon declaration acceleration or otherwise, or the failure by the Company Issuer to redeem or purchase Debt Securities of such series Notes when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iiic) failure by the Company Issuer or a Restricted Subsidiary certain Subsidiaries to comply with other agreements in the Indenture or the Debt Securities of such seriesNotes, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted Subsidiary Issuer if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$50.0 million or its foreign currency equivalent; (ve) certain events of bankruptcy or insolvency with respect to the Company Issuer, the Guarantors and the Significant Subsidiaries; (f) certain judgments or decrees for the payment of money in excess of $50.0 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a Significant Subsidiaryperiod of 60 days; (g) certain defaults with respect to Guarantees; and (vih) except as otherwise provided in certain defaults relating to the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableCollateral under the Security Documents. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series Notes may declare all the Debt Securities of such series Notes to be due and payable immediately, subject to certain conditions set forth in the Indenture. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series Notes being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Noteholders may not enforce the Indenture or the Debt Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities Notes unless it receives reasonable indemnity or securitysecurity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Noteholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company or a and the Significant SubsidiarySubsidiaries; and (vi) except as otherwise provided certain judgments or decrees for the payment of money in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court excess of competent jurisdiction or governmental authority to be invalid or unenforceable$10.0 million. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted Subsidiary the Guarantors if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$5.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company or a Company, the Guarantors and the Significant SubsidiarySubsidiaries; and (vi) except as otherwise provided in the Indenture, any failure of a Guarantee ceasing to be in full force and effect, ; or being declared (vii) the failure of any security interest under the Security Documents to be in full force and effect or the declaration of any security interest created or purported to be created thereunder as invalid or unenforceable or the assertion by a the Company or any Guarantor in any pleading in any court of competent jurisdiction or governmental authority to be that any such security interest is invalid or unenforceable. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines in its sole discretion that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include include, without limitation: (i) default for 30 days in payment of interest when due on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of the principal of or premium, if any, on the Debt Securities of such series at maturityStated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted any Subsidiary Guarantor to comply with its obligations under Article IV of the Indenture, (iv) failure by the Company or any Subsidiary Guarantor to comply with certain other provisions or agreements in Exhibit 4.1 the Indenture or and the Debt Securities of such seriesSecurities, subject in certain cases subject to notice and and/or lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000; (v) certain events of bankruptcy or insolvency with respect to the Company or a any Significant Subsidiary; and (vi) except as otherwise provided in the Indenturefailure of any Subsidiary Guarantee entered into by a Subsidiary Guarantor which is a Significant Subsidiary or group of Subsidiaries that taken together would constitute a Significant Subsidiary, any Guarantee ceasing to be in full force and effect, effect (except as contemplated thereby) or being declared by a court of competent jurisdiction any denial or governmental authority to be invalid or unenforceabledisaffirmation thereof. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Debt outstanding Securities of such series then outstanding may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will which shall result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to the Trustee. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due), continued for 30 days; (ii) default in payment of principal on the Debt Securities of such series when due at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon declaration required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of or payment default in respect other Debt Indebtedness of the Company Company, any Subsidiary Guarantor or a Restricted any Significant Subsidiary if the amount accelerated (or so unpaidif the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds U.S.$10,000,000$15.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or a Significant Subsidiarydecrees for the payment of money in excess of $15.0 million; and (vivii) except as otherwise provided in the Indenture, any Guarantee ceasing certain defaults with respect to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSubsidiary Guaranties. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due); (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 or 6 of the Securities, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted Subsidiary to comply with its obligations under certain covenants, (iv) failure by the Company to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (ivv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted any Significant Subsidiary (other than Limited Recourse Indebtedness) if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$10.0 million; (vvi) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company or a Significant Subsidiary; (vii) any judgment or decree for the payment of money in excess of $10.0 million is rendered against the Company or a Significant Subsidiary, remains outstanding for a period of 60 days following such judgment or decree and is not discharged, waived or stayed within 10 days after notice or (viviii) except as otherwise provided in the Indenture, any Guarantee ceasing a Subsidiary Guaranty ceases to be in full force and effect, effect (other than in accordance with the terms of such Subsidiary Guaranty) or being declared by a court Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guaranty if such default continues for a period of competent jurisdiction or governmental authority 10 days after notice thereof to be invalid or unenforceablethe Company. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt outstanding Securities of such series may declare the principal of and accrued but unpaid interest on all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt A default under clauses (iii) (except for the covenants referred to in the preceding sentence), (iv), (vii) or (viii) will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Securities notifies the Company of the default and the Company does not cure such default within the time specified after receipt of such notice. Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to include a series of Debt Securities include (i) default for 30 days in any payment of interest on the Debt Securities Notes when due and payable and such default continues for a period of such series (including any Additional Amounts when due)30 days; (ii) a default in the payment of principal on the Debt Securities of such series Notes when due and payable, at maturityStated Maturity, upon redemptionoptional redemption or required repurchase, upon declaration of acceleration or otherwise, or ; the failure by the Company to redeem or purchase Debt Securities comply with its obligations under Section 5.01 of such series when required pursuant to the Indenture or Indenture; the Debt Securities of such series; (iii) failure by the Company or a any Restricted Subsidiary to comply with any of its obligations under Section 4.05 or 4.06 of the Indenture for 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes; the failure by the Company or any Restricted Subsidiary to comply with its other agreements contained in the Indenture for 60 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Debt Securities Holders of such series, in certain cases subject to notice and lapse at least 25% of timethe outstanding principal amount of the Notes; (iv) certain accelerations (including the failure by the Company or any Restricted Subsidiary to pay within any grace period after final maturity) of Indebtedness (other Debt of than Indebtedness owing to the Company or a Restricted Subsidiary Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default if the total amount of such Indebtedness unpaid or accelerated (exceeds $200.0 million or so unpaid) exceeds U.S.$10,000,000its foreign currency equivalent; (v) certain events of bankruptcy or insolvency bankruptcy, as set forth in the Indenture, with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceable. If an any Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series then outstanding Notes may declare all the Debt Securities of such series Notes to be due and payable immediatelyimmediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or insolvency are Events any of Default its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will result in the Debt Securities of a series being become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce Indenture and the Trust Indenture or the Debt Securities unless it receives reasonable indemnity or securityAct. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may withhold from Debt Securityholders notice may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any continuing Default (except or Event of Default, to deliver to the Trustee a statement specifying such Default in payment or Event of principal or interest) if it determines that withholding notice is in their interestDefault.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal or premium, if any, on the Debt Securities of such series any Security when due at maturityits Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or a Restricted Subsidiary Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of timefor 60 days after notice; (iv) certain accelerations (including failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity) maturity or acceleration by the Holders thereof because of other Debt a default and the total amount of such Indebtedness unpaid or accelerated exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000Indebtedness is not paid in 30 days; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the Company or a Significant any Restricted Subsidiary; and (vi) except as otherwise provided the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in the Indentureexcess of $5.0 million, if any Guarantee ceasing to be in full force and effectsuch judgment or decree is not discharged, waived or being declared by a court stayed within 60 days after entry of competent jurisdiction such judgment or governmental authority to be invalid or unenforceabledecree. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series then outstanding may declare all the Debt Securities of such series to be due and payable immediatelypayable. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted any Subsidiary Guarantor to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of or payment default in respect other Debt Indebtedness of the Company Company, any Subsidiary Guarantor or a Restricted any Significant Subsidiary if the amount accelerated (or so unpaidif the amount of such Indebtedness with respect to which such a payment is not made after expiration any applicable grace period) exceeds U.S.$10,000,000$10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or a Significant Subsidiarydecrees for the payment of money in excess of $10.0 million; and (vivii) except as otherwise provided in the Indenture, any Guarantee ceasing certain defaults with respect to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSubsidiary Guaranties. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due); (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemption, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such series, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000; (v) certain events of bankruptcy or insolvency with respect to the Company or a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceable. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Outstanding Debt Securities of such series then outstanding, subject to certain limitations, may declare all the Debt Securities of such series to be immediately due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of and interest on all the Securities shall become immediately due and payable immediately. Certain events without any declaration or other act on the part of bankruptcy the Trustee or insolvency are Events any Holders and if such Event of Default that occurs prior to the earlier of (i) the Cash Election Date and (ii) August 15, 2009, the Company will result in thereafter be obligated to pay cash interest on each subsequent Interest Payment Date and the Debt Securities will cease to accrete. Under certain circumstances, the Holders of a series being due majority in principal amount at maturity of the outstanding Securities may rescind any such acceleration with respect to the Securities and payable immediately upon the occurrence its consequences. Holders of such Events of Default. Debt Securityholders Securities may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount at maturity of the Outstanding Debt Securities then outstanding may direct the Trustee in its exercise of any trust or powerpower under the Indenture. The Trustee Holders of a majority in aggregate principal amount at maturity of the Securities then outstanding, by written notice to the Company and the Trustee, may withhold from Debt Securityholders notice rescind any declaration of acceleration and its consequences if the rescission would not conflict with any continuing judgment or decree, and if all existing Events of Default (have been cured or waived except a Default in payment nonpayment of principal or interest) if it determines interest that withholding notice is in their interesthas become due solely because of the acceleration.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due), continued for 30 days; (ii) default in payment of principal on the Debt Securities of such series when due at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon declaration required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) or payment default in respect of other Debt Indebtedness of the Company Company, any Subsidiary Guarantor or a Restricted any Significant Subsidiary if the amount accelerated (or so unpaidif the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds U.S.$10,000,000$15.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or a Significant Subsidiarydecrees for the payment of money in excess of $15.0 million; and (vivii) except as otherwise provided in the Indenture, any Guarantee ceasing certain defaults with respect to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSubsidiary Guaranties. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include include: (i) default for 30 days by the Company in the payment of any interest on upon any Note and the Debt Securities continuance of such series (including any Additional Amounts when due)default for 60 days; (ii) default by the Company in the payment of principal of or any premium on the Debt Securities of such series any Note when due at maturityStated Maturity, upon on redemption, upon by declaration or otherwise, or failure by and the Company to redeem or purchase Debt Securities continuance of such series when required pursuant to the Indenture or the Debt Securities of such seriesdefault for three Business Days; (iii) failure default by the Company or a Restricted Subsidiary to comply with other agreements NiSource Inc. in the performance of or breach of any covenant or warranty in the Indenture or the Debt Securities and continuance of such seriesdefault for 90 days after written notice to the Company or NiSource Inc. from the Trustee or to the Company, NiSource Inc. and the Trustee from the Holders of at least 33% in certain cases subject to notice and lapse principal amount of timethe Outstanding Notes; (iv) certain accelerations (including default by the Company or NiSource Capital Markets, Inc. under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company or NiSource Capital Markets, Inc., or the Company or NiSource Capital Markets, Inc. defaults under any mortgage, indenture or instrument under which there may be issued, secured or evidenced indebtedness constituting a failure to pay within any grace period after final maturity) in excess of other Debt $50,000,000 of the Company principal or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000interest when due and payable, subject to certain cure rights; (v) certain events of bankruptcy or insolvency with respect to the Company or a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing guarantee by NiSource Inc. ceases to be in full force and effecteffect or is disaffirmed or denied (other than according to its terms), or being declared by a court of competent jurisdiction or governmental authority is found to be invalid unenforceable or unenforceable. invalid; or (vi) certain events of bankruptcy, insolvency or reorganization of the Company, NiSource Capital Markets, Inc. or NiSource Inc. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 2533% in principal amount of the Outstanding Debt Securities of such series Notes may declare all the Debt Securities of such series Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series Notes being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities Notes unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Holders notice of any continuing Default default (except a Default default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 or 6 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$10,000,000 or its foreign currency equivalent; (v) certain events of bankruptcy or insolvency with respect to the Company and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $10,000,000 or its foreign currency equivalent against the Company or a Significant Subsidiary; (vii) failure by any Note Guarantor to comply with its obligations under any Note Guarantee to which such Note Guarantor is a party, after any applicable grace period; and (viviii) except as otherwise provided in the Indenture, failure of any Note Guarantee ceasing by a Note Guarantor which is a Significant Subsidiary to be in full force and effect, effect (except as contemplated by the terms thereof) or being declared the denial or disaffirmation by a court any such Note Guarantor of competent jurisdiction its obligations under the Indenture or governmental authority to be invalid or unenforceableany Note Guarantee if such Default continues for 10 days. If an Event of Default with respect (other than a Default relating to a series certain events of Debt Securities bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% a majority in principal amount of the Outstanding Debt Securities of such series may declare the principal of and accrued but unpaid interest on all the Debt the Securities of such series to be due and payable immediately. Certain events of bankruptcy bankruptcy, insolvency, or insolvency reorganization are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (ia) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (iib) default in payment of principal or premium on any of the Debt Securities of such series when it becomes due and payable, whether at stated maturity, upon redemption, upon purchase, upon declaration of acceleration or otherwise, or ; (c) failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements and covenants in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$15,000,000; (ve) certain events of bankruptcy or insolvency with respect to the Company or a any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $15,000,000; and (vig) except as otherwise provided in the Indenture, certain defaults with respect to Security Guarantees of any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSignificant Subsidiary. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interestinterest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (ia) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (iib) default in payment of principal on the Debt Securities of such series at maturity, upon redemption, upon declaration purchase, upon acceleration or otherwise, or failure by the Company Issuer to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iiic) failure by the Company or a Restricted Subsidiary Issuer to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company Issuer or a any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$25.0 million; (ve) certain events of bankruptcy or insolvency with respect to the Company Issuer or a any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $ 25.0 million; and (vig) except as otherwise provided in certain defaults with respect to Security Guarantees of the Indenture, Issuer or any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSignificant Subsidiary. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interestinterest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (ia) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Notes; (iib) default in payment of principal on the Debt Securities of such series Notes at maturity, upon redemption, upon declaration purchase, upon acceleration or otherwise, or ; (c) failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements or covenants in the Indenture or the Debt Securities of such seriesNotes, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$75 million; (ve) certain events of bankruptcy or insolvency with respect to the Company or a any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $75 million; and (vig) except as otherwise provided in the Indenture, certain defaults with respect to Guarantees of any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSignificant Subsidiary. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Debt Securities of such series Notes then outstanding may declare all amounts owing under the Debt Securities of such series Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series Notes being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities Notes unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities then-outstanding 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 from Debt Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interestinterest or a Default in complying with Section 5.01 of the Indenture) if it a committee of its trust officers in good faith determines that the withholding of such notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)interest; (ii) default in payment of principal or premium, if any, on the Debt Securities of such series Notes at maturity, upon redemption, upon declaration declaration, upon required repurchase or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company Stage, SRI or a Restricted Subsidiary any Guarantor to comply with other agreements covenants in the Indenture or the Debt Securities of such seriesNotes, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after at final maturity) of other Debt of the Company Stage or a Restricted Subsidiary any of its Subsidiaries if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000aggregates $15 million or more; (v) certain events of bankruptcy or insolvency with respect to Stage, SRI or any Significant Subsidiary of Stage; (vi) certain judgments or decrees for the Company or a Significant Subsidiarypayment of money in excess of $15 million; and (vivii) except as otherwise provided in certain events with respect to the Indenture, any Guarantee ceasing to be in full force Guaranties of the Notes by Stage and effect, or being declared by a court certain Subsidiaries of competent jurisdiction or governmental authority to be invalid or unenforceableStage. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Debt Securities of such series Notes then outstanding may declare the principal of and accrued but unpaid interest on all the Debt Securities of such series Notes to be due and payable immediately; PROVIDED that if any Bank Debt remains outstanding, such declaration will not become effective until three Business Days after notice thereof has been given to the representative of the holders of the Bank Debt. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series Notes being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Holders of Notes may not enforce the Indenture or the Debt Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Holders of Notes notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding such notice is in their interestthe interest of the Holders of Notes.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company Company, any Subsidiary Guarantor or a Restricted any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$15 million; (v) certain events of bankruptcy or insolvency with respect to the Company Company, any Subsidiary Guarantor or a any Significant Subsidiary; and (vi) except as otherwise provided certain final judgments or decrees for the payment of money in the Indenture, any Guarantee ceasing excess of $15 million; and (vii) certain defaults with respect to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSubsidiary Guaranties. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediatelypayable; PROVIDED, HOWEVER, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (1) five business days after the giving of written notice to the Company and the administrative agent (or similar agent if there is no administrative agent) under the Credit Agreement and (2) the day on which any Bank Indebtedness is accelerated. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestnot opposed to the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of (whether or not such series (including any Additional Amounts when duepayment is prohibited by Article X); (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt (whether or not such payment is prohibited by Article X) Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted Subsidiary to comply with other covenants and agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$5,000,000 or its foreign currency equivalent; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with 144 9 respect to the Company or and any Restricted Subsidiary which is a Significant Subsidiary; and (vi) except as otherwise provided certain judgments or decrees for the payment of money in excess of $5,000,000 or its foreign currency equivalent against the Indenture, Company or any Restricted Subsidiary; and (vii) certain failures of a Subsidiary Guarantee ceasing to be remain in full force and effect, effect and certain denials or being declared disaffirmations of obligations under the Indenture or a Subsidiary Guarantee by a court of competent jurisdiction or governmental authority to be invalid or unenforceableGuarantor Subsidiary. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Defaultimmediately. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include include: (ia) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (iib) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon declaration acceleration or otherwise, or ; (c) failure by the Company to redeem or purchase Debt repurchase Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iiid) failure by the Company for 60 days after receiving notice from the Trustee or a Restricted Subsidiary 25% in aggregate principal amount of the Securities to comply with other the agreements in the Indenture or the Debt Securities of such series, in certain cases subject to notice and lapse of timeIndenture; (ive) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$20.0 million in the aggregate; (vf) certain judgments or decrees for the payment of money in excess of $20.0 million; (g) certain defaults with respect to the Guarantees; (h) certain events of bankruptcy or insolvency with respect to the Company or a Company, the Guarantors and the Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSubsidiaries. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interest.the interest of the holders, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest and Additional Interest, if any, on, the Securities

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon required purchase, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) the failure by the Company or a Restricted any Subsidiary Guarantor to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) or defaults of other Debt Indebtedness of the Company or a Restricted any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$10 million; (v) certain events of bankruptcy or insolvency with respect to AMH II, AMH, the Company or a any Significant Subsidiary; and (vi) except as otherwise provided certain judgments or decrees for the payment of money in the Indenture, any Guarantee ceasing excess of $10 million; and (vii) certain defaults with respect to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSubsidiary Guaranties. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt outstanding Securities of such series may declare all the Debt Securities of such series to be due and payable immediatelypayable. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interest.not opposed to the interest of the Holders. 109

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days the Company defaults in payment of interest on which becomes payable after the Debt Securities Notes have been converted to semiannual coupon notes following the occurrence of a Tax Event pursuant to Section 501 of the Second Supplemental Indenture and such series default continues for 30 days (including any Additional Amounts when duewhether or not such payment shall be prohibited by the terms of the Indenture); (ii) default in payment of principal on the Debt Securities Principal Amount at Maturity (or, if the Notes have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount), Issue Price plus accrued Original Issue Discount or cash interest, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Notes when the same becomes due and payable (whether or not such series at maturity, upon redemption, upon declaration or otherwise, or failure payment shall be prohibited by the Company to redeem or purchase Debt Securities terms of such series when required pursuant to the Indenture or the Debt Securities of such seriesIndenture); (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesNotes, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within default in the payment of any grace period after final maturity) principal when due or resulting in acceleration of other Debt indebtedness of the Company for borrowed money where the aggregate principal amount with respect to which the default or acceleration has occurred exceeds $10,000,000, and such acceleration has not been rescinded or annulled within a Restricted Subsidiary if period of 10 days after receipt by the amount accelerated (or so unpaid) exceeds U.S.$10,000,000Company of a Notice of Default, subject to notice and lapse of time; and (v) certain events of bankruptcy or insolvency with respect to the Company or a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableinsolvency. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Outstanding Debt Securities of such series Notes at the time outstanding, may declare all the Debt Securities of such series Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being Notes becoming due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Noteholders may not enforce the Indenture or the Debt Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities Notes unless it receives reasonable indemnity or securitysecurity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Outstanding Debt Securities Notes at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Noteholders notice of any continuing Default (except a Default in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interestinterests. ------------------ The Company will furnish to any Noteholder upon written request and without charge a copy of the Indenture. XXXX'X COMPANIES, INC. 0000 Xxxxxx Xxxxxx Road Wilkesboro, North Carolina 28697 Attention: Vice President and Treasurer ASSIGNMENT FORM CONVERSION NOTICE To assign this Note, fill in the form below: To convert this Note into Common Stock of the Company, check the box: [_] I or we assign and transfer this Note to: To convert only part of this Note, state the Principal Amount at Maturity to be converted (which must be $1,000 or an integral multiple ____________________________________________ of $1,000): $_________________________________ ____________________________________________ (Insert assignee's Soc. Sec. or tax ID no.) If you want the stock certificate made out in ____________________________________________ another another person's name, fill in the form below: ____________________________________________ (Print or type assignee's name, address _______________________________________________ and zip code) _______________________________________________ (Insert other person's Soc. Sec. or tax ID no.) and irrevocably appoint ____________________ agent to transfer this Note on the books of _______________________________________________ the Company. The agent may substitute another to act for him. _______________________________________________ (Print or type other person's name, address and zip code) Date: ___________________________ Your Signature: _____________________________________* (Sign exactly as your name appears on the other side of this Note) * Your signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Trustee, which requirements include membership or participation in the Note Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (ia) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (iib) default in payment of principal on the Debt Securities of such series at maturity, upon redemption, upon declaration purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iiic) failure by the Parent or Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company Parent or a any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$10 million; (ve) certain events of bankruptcy or insolvency with respect to the Parent, Company or a any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $10 million; and (vig) except as otherwise provided in certain defaults with respect to Security Guarantees of the Indenture, Parent or any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSignificant Subsidiary. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interestinterest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due); (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company to comply with the merger covenant; (iv) failure by the Company to comply with its obligations under certain other covenants; (v) failure by the Company or a any Restricted Subsidiary to comply with other agreements in the Indenture Note Documents or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (ivvi) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted any Significant Subsidiary (other than Non-recourse Purchase Money Indebtedness) if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$75.0 million; (vvii) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company or a Significant Subsidiary; (viii) any judgment or decree for the payment of money in excess of $75.0 million is rendered against the Company or a Significant Subsidiary, remains outstanding for a period of 60 days following such judgment or decree and is not discharged, waived or stayed within 10 days after notice; (viix) except as any Subsidiary Guarantee ceases or otherwise provided in the Indenture, any Guarantee ceasing fails to be in full force and effecteffect (other than in accordance with the terms of such Subsidiary Guarantee) or any Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee if such default continues for a period of 10 days after notice thereof to the Company; or (x) certain Security Documents establishing the Parity Liens cease for any reason to be enforceable, or being declared by a court of competent jurisdiction or governmental authority certain Parity Liens purported to be invalid granted under any Security Document on Collateral cease to be enforceable and perfected second-priority Liens or unenforceablethe Company or any Subsidiary Guarantor denies or disaffirms the Security Documents establishing Parity Liens. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt outstanding Securities of such series may declare the principal of and accrued but unpaid interest on all the Debt Securities of such series to be due and payable immediately. Certain Notwithstanding the foregoing, if an Event of Default relating to certain events of bankruptcy bankruptcy, insolvency or insolvency are Events reorganization of the Company occurs and is continuing, the principal of and interest on all the Securities and, if the aggregate principal amount of the Securities outstanding on June 3, 2016 does not equal or exceed $500.0 million, to the extent permitted by law, such additional amounts as would have been due upon redemption of the Securities if the Company redeemed the Securities at its option at the time of such Event of Default that pursuant to the provisions of paragraph 5 of the Securities (including the Applicable Premium, if applicable) will result in the Debt Securities of a series being ipso facto become and be immediately due and payable immediately upon without any declaration or other act on the occurrence part of the Trustee or any Holders of the Securities. A default under clauses (iv), (v), (viii) or (ix) shall not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Securities notifies the Company of the default and the Company does not cure such default within the time specified after receipt of such Events of Defaultnotice. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (ia) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (iib) default in payment of principal or premium on any of the Debt Securities of such series when it becomes due and payable, whether at stated maturity, upon redemption, upon purchase, upon declaration of acceleration or otherwise, or ; (c) failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements and covenants in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$20,000,000; (ve) certain events of bankruptcy or insolvency with respect to the Company or a any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $20,000,000; and (vig) except as otherwise provided in the Indenture, certain defaults with respect to Security Guarantees of any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSignificant Subsidiary. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interestinterest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events an Event of Default with respect to a series of Debt Securities include (i) includes: 1. default for 30 days in payment of any interest on the Debt Securities of such series (including Contingent Interest) on any Additional Amounts when due)Securities; (ii) 1. default in payment of any principal (including, without limitation, any premium, if any) on the Debt Securities of such series at maturity, upon redemption, upon declaration or otherwise, or when due; 1. failure by the Company for 60 days after notice to redeem or purchase Debt Securities it to comply with any of such series when required pursuant to its other agreements contained in the Indenture or the Debt Securities Securities; 1. a default which involves the failure to pay principal of or any premium or interest on Indebtedness of the Company and its Subsidiaries, or which results in the acceleration of such seriesIndebtedness prior to its stated maturity, if such Indebtedness aggregates $10 million or more; (iii) 1. failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities any of such series, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure its Subsidiaries to pay within any grace final judgments aggregating in excess of $10 million, which judgments are not paid, discharged or stayed for a period after final maturity) of other Debt of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,00060 days; (v) 1. certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the Company or a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableCompany. If an Event of Default with respect to (other than as a series result of Debt Securities certain events of bankruptcy, insolvency or reorganization of the Company or any of its Subsidiaries) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series then outstanding may declare all unpaid principal to the Debt date of acceleration on the Securities of such series then outstanding to be due and payable immediately, all as and to the extent provided in the Indenture. Certain If an Event of Default occurs as a result of certain events of bankruptcy bankruptcy, insolvency or insolvency are Events reorganization of Default that will result in the Debt Company, unpaid principal of the Securities of a series being then outstanding shall become due and payable immediately upon without any declaration or other act on the occurrence part of such Events of Defaultthe Trustee or any Holder, all as and to the extent provided in the Indenture. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Debt Securities unless it receives reasonable indemnity or securitySecurities. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Holders notice of any continuing Default default (except a Default default in payment of principal or interestinterest (including Contingent Interest)) if it determines that withholding notice is in their interestinterests. The Company is required to file periodic reports with the Trustee as to the absence of default.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt indebtedness of the Company or a Restricted Subsidiary its Subsidiaries if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$20.0 million and such acceleration or failure to pay is not rescinded or cured, including by way of repayment, within a 10 day period; (v) certain events of bankruptcy or insolvency with respect to the Company or a any Significant Subsidiary; and (vi) except as otherwise provided certain final, non- appealable judgments or decrees for the payment of money in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court excess of competent jurisdiction or governmental authority to be invalid or unenforceable$20.0 million. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.. 90 6

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (ia) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (iib) default in payment of principal on the Debt Securities of such series at maturity, upon redemption, upon declaration Special Mandatory Redemption, upon purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iiic) failure by the Parent or Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company Parent or a any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$20 million; (ve) certain events of bankruptcy or insolvency with respect to the Company Parent, Escrow Issuer, California Lyon or a any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $20 million; and (vig) except as otherwise provided in certain defaults with respect to Security Guarantees of the Indenture, Parent or any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSignificant Subsidiary. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interestinterest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$5 million; (v) certain events of bankruptcy or insolvency with respect to the Company and the Significant Subsidiaries; (vi) certain judgments or a Significant Subsidiarydecrees for the payment of money in excess of $5 million; and (vivii) except as otherwise provided in certain events with respect to the Indenture, any Guarantee ceasing to be in full force and effect, or being declared guarantees of the Company's obligations under the Securities by a court of competent jurisdiction or governmental authority to be invalid or unenforceablethe Subsidiary Guarantors. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediatelyimmediately or, in certain circumstances, after giving notice to the Representative under the Credit Agreement. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt indebtedness of the Company or a its Restricted Subsidiary Subsidiaries if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$20.0 million and such acceleration or failure to pay is not rescinded or cured within a 10 day period; (v) certain events of bankruptcy or insolvency with respect to the Company or a any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $20.0 million against the Company or any Significant Subsidiary; and (vivii) except as otherwise provided in the Indenture, any Guarantee ceasing Subsidiary Guaranty by a Significant Subsidiary cease to be in full force and effect, effect (except as contemplated by the terms of the Indenture) or being declared by any Subsidiary Guarantor that is a court of competent jurisdiction Significant Subsidiary denies or governmental authority to be invalid disaffirms its obligations under the Indenture or unenforceableits Subsidiary Guaranty and such default continues for 10 days. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default or Event of Default (except a 118 13 Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of (whether or not such series (including any Additional Amounts when duepayment is prohibited by Article X); (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt (whether or not such payment is prohibited by Article X) Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted Subsidiary to comply with other covenants and agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$5,000,000 or its foreign currency equivalent; (v) certain 127 11 events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company or and any Restricted Subsidiary which is a Significant Subsidiary; and (vi) except as otherwise provided certain judgments or decrees for the payment of money in excess of $5,000,000 or its foreign currency equivalent against the Indenture, Company or any Restricted Subsidiary; and (vii) certain failures of a Subsidiary Guarantee ceasing to be remain in full force and effect, effect and certain denials or being declared disaffirmations of obligations under the Indenture or a Subsidiary Guarantee by a court of competent jurisdiction or governmental authority to be invalid or unenforceableGuarantor Subsidiary. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Defaultimmediately. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (ia) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (iib) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to Section 6 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iiic) failure by the Company or a Restricted any Subsidiary Guarantor to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$10,000,000; (ve) certain events of bankruptcy or insolvency with respect to the Company and the Significant Subsidiaries; (f) certain judgments or a Significant Subsidiarydecrees for the payment of money in excess of $10,000,000; (g) certain defaults with respect to Subsidiary Guarantees; and (vih) except as otherwise provided in certain defaults relating to the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableCollateral under the Security Documents. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. In the event of an acceleration that occurs prior to October 15, 2014, an amount will also become due and payable as of the day immediately preceding the day that the Securities were accelerated equal to the premium that would then be payable by the Company if the Company elected to redeem the Securities at its option on such date pursuant to the provisions described in Section 6 above. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include include, in summary form, (i) default for 30 days in payment of any interest or Liquidated Damages, if any, on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Principal Amount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities of such series at maturity, upon redemption, upon declaration or otherwise, or failure by when the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriessame becomes due and payable; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt of default by the Company or a Restricted Subsidiary if its Subsidiaries in the payment at the final maturity thereof, after the expiration of any applicable grace period, of principal of indebtedness for money borrowed in the principal amount accelerated (then outstanding in excess of $10,000,000, or acceleration of any indebtedness in such principal amount so unpaid) exceeds U.S.$10,000,000that it becomes due and payable prior to the date on which it would otherwise have become due and payable and such acceleration is not rescinded within 30 business days after notice to the Company in accordance with the Indenture; (v) a Guarantee by a Guarantor that is a "significant subsidiary" as defined in Item 1-02(w) of Regulation S-X ceases to be or is asserted by the Company or any Guarantor not to be in full force and effect (other than in accordance with the terms of the Indenture and such Guarantee); and (vi) certain events of bankruptcy or insolvency with respect to the Company or a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableinsolvency. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount of the Outstanding Debt Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days the Company defaults in payment of interest on when due under the Debt Securities of and such series (including any Additional Amounts when due)default continues for 30 days; (ii) default in payment of principal on the Debt Principal Amount, Redemption Price, Make-Whole Payment, Repurchase Price or Fundamental Change Redemption Price, as the case may be, in respect of the Securities of such series at maturity, upon redemption, upon declaration or otherwise, or failure by when the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriessame becomes due and payable; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, other than those referred to in certain cases clauses (i) and (ii) above, subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000; (v) certain events of bankruptcy or insolvency with respect to affecting the Company or a Significant Subsidiarycertain of its subsidiaries; and (viv) except as otherwise provided in the Indenture, any Guarantee ceasing Pledge Agreement shall cease to be in full force and effecteffect or enforceable, other than in accordance with its terms, or being declared by a court of competent jurisdiction or governmental authority fails to give the Trustee the liens, rights, powers and privileges purported to be invalid or unenforceablecreated thereby. If A Default under clause (iii) above is not an Event of Default with respect to a series of Debt Securities occurs and is continuing, until the Trustee notifies the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount of the Outstanding Debt Securities at the time outstanding notify the Company and the Trustee, of the Default and the Company does not cure such Default (and such Default is not waived) within the time specified in the Indenture after actual receipt of such series may declare all the Debt Securities of such series to be due and payable immediatelynotice. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount of the Outstanding Debt Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a its Restricted Subsidiary Subsidiaries if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$10.0 million and such acceleration or failure to pay is not rescinded or cured within a 10 day period; (v) certain events of bankruptcy or insolvency with respect to the Company or a any Significant Subsidiary; and (vi) except as otherwise provided certain final, non-appealable judgments or decrees for the payment of money in excess of $10.0 million against the Indenture, Company or any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSignificant Subsidiary. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount EA-7 114 at maturity of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Under the Indenture, Events of or Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionrequired repurchase, upon required repurchase, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted Subsidiary its Subsidiaries if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$10.0 million and such acceleration or failure to pay is not rescinded or cured within a 110 6 10 day period; (v) certain events of bankruptcy or insolvency with respect to the Company or a any Significant Subsidiary; and (vi) except as otherwise provided certain final, non-appealable judgments or decrees for the payment of money in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court excess of competent jurisdiction or governmental authority to be invalid or unenforceable$10.0 million. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt the Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted any Subsidiary Guarantor to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$10,000,000 and such acceleration continues for 10 days after notice; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $10,000,000 or its foreign currency equivalent against the Company or a Significant Subsidiary; and (vivii) except as otherwise provided in the Indenture, any Guarantee a Subsidiary Guaranty ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableeffect (other than in accordance with its terms) and such default continues for 10 days after notice. If an Event any of certain Events of Default with respect to a series of Debt Securities enumerated in the Indenture occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities Securi ties unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold with hold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 or 6 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a any Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company Company, any Subsidiary Guarantor or a Restricted any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$12.5 million; (v) certain events of bankruptcy or insolvency with respect to the Company Company, a Subsidiary Guarantor or a any Significant Subsidiary; and (vi) except as otherwise provided certain judgments or decrees for the payment of money in excess of $12.5 million; and (vii) certain defaults with respect to the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSubsidiary Guaranties. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestnot opposed to the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due); (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemption, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such series, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000U.S.$50,000,000; (v) certain events of bankruptcy or insolvency with respect to the Company or a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceable. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Holders of Debt Securityholders Securities may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Debt Securityholders Securities notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest or Liquidated Damages (if any) on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturitySecurities, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase upon declaration or otherwise, or failure by the Company Issuers to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted Subsidiary Issuers to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt of the Company or a Restricted Subsidiary Issuers if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$10 million; (v) certain events of bankruptcy or insolvency with respect to the Company Issuers and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $10 million, subject to lapse of time and notice; and (vii) certain events with respect to the guarantees of the Issuers' obligations under the Securities by certain of their subsidiaries. However, a Significant Subsidiary; default under clauses (iii) and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceable. If will not constitute an Event of Default with respect to a series of Debt Securities occurs and is continuing, until the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities outstanding notify the Issuers of the default and the Issuers do not cure such default within the time specified after receipt of such series notice. If an Event of Default occurs and is continuing, the Trustees or the Holders of at least 25% in principal amount of the Securities outstanding may declare the principal of and all accrued but unpaid interest and Liquidated Damages (if any) on all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interestinterest or Liquidated Damages (if any)) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect include: (a) failure to a series pay principal of Debt Securities include (i) default for 30 days in payment of interest or premium, if any, on the Debt Securities of such series (including any Additional Amounts Debenture when due); (ii) default in payment of principal on the Debt Securities of such series due and payable at maturity, upon redemption, upon declaration a Change of Control Offer, Deficiency Offer or otherwise, whether or failure not such payment is prohibited by the Company to redeem or purchase Debt Securities subordination provisions of such series when required pursuant to the Indenture or the Debt Securities of such seriesIndenture; (iiib) failure to pay any interest on any Debenture when due and payable, which failure continues for 30 days, whether or not such payment is prohibited by the subordination provisions of the Indenture; (c) failure to perform the other covenants of the Company in the Indenture, which failure continues for 60 days after written notice as provided in the Indenture; (d) a default occurs (after giving effect to any applicable grace periods or any extension of any maturity date) in the payment when due of principal of and or acceleration of, any indebtedness for money borrowed by the Company or a Restricted Subsidiary to comply with other agreements any of its Subsidiaries in excess of $1,000,000, individually or in the Indenture aggregate, if such indebtedness is not discharged, or such acceleration is not annulled, within 10 days after written notice as provided in the Debt Securities of such series, in certain cases subject to notice Indenture; and lapse of time; (ive) certain accelerations (including failure to pay within any grace period after final maturity) events of other Debt bankruptcy, insolvency or reorganization of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000; (v) certain events of bankruptcy or insolvency with respect to the Company or a Significant any Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceable. If an Event of Default with respect to a series of Debt Securities occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Debt Securities then outstanding Debentures may accelerate the maturity of such series may declare all Debentures, except that in the Debt Securities case of such series to be due and payable immediately. Certain an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series being due and payable insolvency, all outstanding Debentures shall immediately upon the occurrence of such Events of Defaultso accelerate. Debt Securityholders The Trustee may not enforce require indemnity satisfactory to it before it enforces the Indenture or the Debt Securities except as provided in Debentures at the Indenture. The Trustee may refuse to enforce request or direction of any of the Indenture or the Debt Securities unless it receives reasonable indemnity or securityHolders. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities may outstanding Debentures will 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 Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestCompany must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 6 or 7 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesother wise; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted any Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000(Pounds)7,500,000 or its foreign currency equivalent; (v) certain events of bankruptcy or insolvency with respect to the Company or a Significant Subsidiaryand its Subsidiaries; and (vi) except as otherwise provided certain judgments or decrees for the payment of money in excess of (Pounds)7,500,000 or its foreign currency equivalent against the Indenture, any Guarantee ceasing to be in full force and effect, Company or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSubsidiary. If an Event of Default with respect (other than a Default relating to a series certain events of Debt Securities bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt outstanding Securities of such series may declare the principal of and accrued but unpaid interest on all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy bankruptcy, insolvency, or insolvency reorganization are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold with hold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure by the Company or a Restricted the Subsidiary Guarantors to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt indebtedness of the Company Company, the Subsidiary Guarantors or a Restricted Subsidiary any of the Company's Subsidiaries if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$30 million; (v) certain events of bankruptcy or insolvency with respect to the Company or a any Significant Subsidiary; and (vi) certain judgments or decrees for the payment of money in excess of $30 million against the Company or any Significant Subsidiary; (vii) except as otherwise provided in permitted under the Indenture, any a Subsidiary Guarantee ceasing ceases to be in full force and effecteffect for 30 days after notice or a Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee; or (viii) except as permitted by the Collateral Documents, the Credit Agreement and the Indenture or being declared by a court any amendment thereto, any of competent jurisdiction or governmental authority the Collateral Documents ceases to be invalid in full force and effect or unenforceableceases to be effective, in all material respects, to create a Lien on the Collateral in favor of the Senior Noteholders for 30 days after notice. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal Principal or interest) if it determines that withholding notice is in not opposed to their interest. 13.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (ia) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Notes; (iib) default in payment of principal on the Debt Securities of such series Notes at maturity, upon redemptionredemption pursuant to paragraph 5 of the Notes, upon declaration acceleration or otherwise, or failure by the Company Issuer to redeem or purchase Debt Securities of such series Notes when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iiic) failure by the Company Issuer or a Restricted Subsidiary any Guarantor to comply with other agreements in the Indenture or the Debt Securities of such seriesNotes, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company Issuer, any Guarantor or a Restricted any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$25 million; (ve) certain events of bankruptcy or insolvency with respect to the Company Issuer or a any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $25 million; and (vig) except as otherwise provided in the Indenture, any Guarantee ceasing of any Significant Subsidiary ceases to be in full force and effect, effect (other than in accordance with the terms thereof) or being declared by a court of competent jurisdiction any Guarantor denies or governmental authority to be invalid or unenforceabledisaffirms its obligations under its Guarantee. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series Notes may declare all the Debt Securities of such series Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the Debt Securities of a series Notes being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Noteholders may not enforce the Indenture or the Debt Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities Notes unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Noteholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities (whether or not such payment is prohibited by the subordination provision of such series (including any Additional Amounts when duethe Indenture); (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt purchase, upon declaration or otherwise (whether or not such payment is prohibited by the subordination provision of the Indenture), Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted any Subsidiary Guarantor to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$5,000,000 and such acceleration continues for 10 days after notice; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company and the Significant Subsidiaries; (vi) certain judgments or decrees not covered by insurance for the payment of money in excess of $5,000,000 or its foreign currency equivalent against the Company or a Significant Subsidiary; and (vivii) except as otherwise provided in the Indenture, any Guarantee a Subsidiary Guaranty ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableeffect (other than in accordance with its terms) and such default continues for 10 days after notice. If an Event any of certain Events of Default with respect to a series of Debt Securities enumerated in the Indenture occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities Securi ties unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold with hold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include include: (ia) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (iib) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to Section 5 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iiic) failure by the Company or any Subsidiary Guarantor that is a Restricted Significant Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$75.0 million; (ve) certain events of bankruptcy or insolvency with respect to the Company or any Subsidiary Guarantor that is a Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $75.0 million; and (vig) except as otherwise provided in the Indenture, any Guarantee ceasing certain defaults with respect to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSubsidiary Guarantees. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series by notice to the Company and the Trustee, may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will which shall result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders Holders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) if the Securities have been converted to semiannual coupon notes following a Tax Event, default for 30 days in the payment of interest on the Debt Securities which default continues for a period of such series (including any Additional Amounts when due)30 days; (ii) default in payment of principal on the Debt Principal Amount at Maturity (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount), Issue Price plus accrued Original Issue Discount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of such series at maturity, upon redemption, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriessame becomes due and payable; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure of the Company to pay within make any payment by the end of any applicable grace period after final maturitymaturity of Debt in an amount in excess of $75,000,000, or (b) the acceleration of other Debt in an amount in excess of $75,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000Event of Default by reason thereof shall be deemed not to have occurred; and (v) certain events of bankruptcy or insolvency with respect to the Company or a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableinsolvency. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Outstanding Debt Securities of such series at the time outstanding, may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being becoming due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Outstanding Debt Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to paragraph 5 of the Securities, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such series; (iii) failure except as contemplated by the Company terms of the Indenture, the Guarantee ceasing to be in full force and effect or a Restricted Subsidiary to comply with other agreements the Guarantor denying or disaffirming in writing its obligations under the Indenture of the Guarantee or the Debt Securities of such series, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000; (v) certain events of bankruptcy or insolvency with respect to the Company or a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableIssuer. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal Principal or interest) if it determines that withholding notice is in not opposed to their interest.” Supplemental Indenture ARTICLE TWO

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (ia) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (iib) default in payment of principal on the Debt Securities of such series at maturitytheir Stated Maturity, upon optional redemption, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iiic) failure by the Company to comply with Section 5.01 of the Indenture; (d) failure by the Company to comply with certain provisions in Article 4 of the Indenture, subject to notice and lapse of time; (e) failure by the Company or a Restricted any Subsidiary Guarantor to comply with other any of its agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (ivf) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company Company, any Subsidiary Guarantor or a Restricted any Significant Subsidiary if the total amount accelerated (or so unpaid) exceeds U.S.$10,000,000$36,000,000; (vg) certain events of bankruptcy or insolvency with respect to the Company Company, a Subsidiary Guarantor or a any Significant Subsidiary; (h) certain judgments or decrees entered against the Company, a Subsidiary Guarantor or any Significant Subsidiary for the payment of money in excess of $36,000,000; and (vii) except as otherwise provided in the Indenture, any Guarantee ceasing certain defaults with respect to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSubsidiary Guarantees. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (ia) default for 30 days in payment of the failure to pay interest on any Security when the Debt Securities same becomes due and payable and the default continues for a period of such series (including any Additional Amounts when due)30 days; (iib) default in payment of the failure to pay the principal on the Debt Securities of any Security, when such series principal becomes due and payable, at maturity, upon redemption, upon declaration of acceleration or otherwise, or otherwise (including the failure by the Company to redeem or make a payment to purchase Debt Securities of such series when required tendered pursuant to the Indenture a Change of Control Offer or the Debt Securities of such seriesa Net Proceeds Offer); (iiic) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any applicable grace period periods after final maturity) of other Debt Indebtedness of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$35,000,000; (ve) certain events of bankruptcy or insolvency with respect to the Company Company, any Guarantor or a any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $35,000,000; (g) certain defaults with respect to Guarantees; and (vih) except as otherwise provided in certain defaults with respect to Collateral and the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableSecurity Documents. If an Event of Default with respect to a series of Debt Securities occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt outstanding Securities of such series may declare the principal of and accrued interest on all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders The Trustee and the Notes Collateral Agent are under no obligation to exercise any of its rights or powers under the Indenture, the Securities, the Guarantees or the Security Documents at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee or the Notes Collateral Agent indemnity or security satisfactory to it against any loss, liability or expense. Subject to all provisions of the Indenture, the Intercreditor Agreement, any Pari Passu Intercreditor and Collateral Agency Agreement or Junior Lien Intercreditor Agreement and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. Holders of the Securities may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Outstanding Debt then outstanding Securities may shall also have the right to direct the Trustee in its exercise time, method and place of conducting any trust proceeding for any remedy available to the Notes Collateral Agent or power. The Trustee may withhold from Debt Securityholders notice of exercising any continuing Default (except a Default in payment of principal right or interest) if it determines that withholding notice is in their interestremedy available to the Notes Collateral Agent.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemptionredemption pursuant to para graph 5 of the Securities, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$10 million, subject to notice and lapse of time; (v) certain events of bankruptcy or insolvency with respect to the Company or a and the Significant SubsidiarySubsidiaries; and (vi) except as otherwise provided certain judgments or decrees for the payment of money in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court excess of competent jurisdiction or governmental authority to be invalid or unenforceable$10 million. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)Securities; (ii) default in payment of principal on the Debt Securities of such series at maturity, upon redemption, upon declaration or otherwiseredemption pursuant to paragraph 5 of the Securities, or failure by the Company to redeem or purchase Debt purchase, upon declaration or otherwise (whether or not such payment is prohibited by Article X), Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriesrequired; (iii) failure by the Company or a Restricted any Subsidiary Guarantor to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Debt Indebtedness of the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000$5,000,000 or its foreign currency equivalent; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company and its Restricted Subsidiaries; (vi) certain judgments or decrees not covered by insurance for the payment of money in excess of $5,000,000 or its foreign currency equivalent against the Company or a Significant Restricted Subsidiary; and (vivii) except as otherwise provided in the Indenture, any a Subsidiary Guarantee ceasing to be in full force and effect, effect (other than in accordance with its terms) or being declared by a court of competent jurisdiction any Subsidiary Guarantor denies or governmental authority to be invalid disaffirms its obligations under the Indenture or unenforceableany Subsidiary Guarantee and such Default continues for 10 days. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Debt Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal principal, premium, if any, or interest) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to a series of Debt Securities include (i) default in the payment of contingent interest when the same becomes due and payable 90 or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 11 hereof which default in either case continues for 30 days in payment of interest on the Debt Securities of such series (including any Additional Amounts when due)days; (ii) default in payment of principal on the Debt Principal Amount at Maturity (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount), Issue Price plus accrued Original Issue Discount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of such series at maturity, upon redemption, upon declaration or otherwise, or failure by the Company to redeem or purchase Debt Securities of such series when required pursuant to the Indenture or the Debt Securities of such seriessame becomes due and payable; (iii) failure by the Company or a Restricted Subsidiary to comply with other agreements in the Indenture or the Debt Securities of such seriesSecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including a) failure of the Company to pay within make any payment by the end of any applicable grace period after final maturitymaturity of Debt in an amount (taken together with amounts in (b) below) in excess of other $60,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $60,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Company or a Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds U.S.$10,000,000Event of Default by reason thereof shall be deemed not to have occurred; and (v) certain events of bankruptcy or insolvency with respect to the Company or a Significant Subsidiary; and (vi) except as otherwise provided in the Indenture, any Guarantee ceasing to be in full force and effect, or being declared by a court of competent jurisdiction or governmental authority to be invalid or unenforceableinsolvency. If an Event of Default with respect to a series of Debt Securities occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Outstanding Debt Securities of such series at the time outstanding, may declare all the Debt Securities of such series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that which will result in the Debt Securities of a series being becoming due and payable immediately upon the occurrence of such Events of Default. Debt Securityholders may not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debt Securities unless it receives reasonable indemnity or securitysecurity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Outstanding Debt Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Debt Securityholders notice of any continuing Default (except a Default in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interestinterests.