Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after notice; (iv) failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of 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accelerated exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days; (v) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events an Event of Default 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 Securitiessame becomes due and payable, whether or not such payment shall be prohibited by Article X of the Indenture, and such 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 any Security when due at its Stated Maturitythe Securities, upon optional redemption, upon required repurchase, upon declaration whether or otherwise, not such payment shall be prohibited by Article X of the Indenture; (iii) failure by the Company fails to comply for 30 days after notice with Sections 4.3other covenants and agreements in the Indenture, 4.4, 4.6 or Article 5 of subject to applicable grace periods as set forth in the Indenture; (iv) certain accelerations (including failure by the Company to comply with pay within any grace period after final maturity) of other agreements in the Indenture or the Securities, for 60 days after notice; (iv) failure by Debt of the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity that is a Significant Subsidiary occur if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days15,000,000; (v) certain events of bankruptcy, insolvency or reorganization of with respect to the Company or and any Restricted Subsidiary which is a Significant Subsidiary; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million15,000,000 against the Company or any Restricted Subsidiary that is a Significant Subsidiary; and (vii) except as is permitted by the Indenture, if a Security Guarantee by a Guarantor that is a Significant Subsidiary shall be held in any such judgment judicial proceeding to be unenforceable or decree is not dischargedinvalid or shall for any reason cease to be in full force and effect or any Guarantor, waived or stayed within 60 days after entry any Person acting on behalf of such judgment any Guarantor, denies or decreedisaffirms its obligations under the Indenture or its Security Guarantee. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of or Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionrequired repurchase, upon required repurchase, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, ; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company or acceleration by its Subsidiaries if the Holders thereof because of a default and the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 20.0 million and in either case, such default acceleration or failure to pay is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 dayscured, including by way of repayment, within a 10 day period; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Significant Subsidiary; and (vi) the rendering of any certain final, non-appealable judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 20.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premiumPrincipal Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interest, if any, on any Security when due at its Stated MaturityRedemption Price, upon optional redemptionPurchase Price or Fundamental Change Redemption Price, upon required repurchaseas the case may be, upon declaration or otherwise, (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 in respect of the IndentureSecurities when the same becomes due and payable, provided that in the case of any failure to pay Additional Interest, such failure to pay continues for a period of 30 days; (ivii) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticesubject to notice and lapse of time; and (iv) failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of 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 Indebtedness is not paid in 30 days; (viii) certain events of bankruptcy, insolvency bankruptcy or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeinsolvency. If an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount of the Securities then outstanding at the time outstanding, may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being declared due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interestamounts specified in clause (i) above) if it determines that withholding notice is in the interest of the Holderstheir interests.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, (iii) or failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 redeem or Article 5 of the Indenturepurchase Securities when required; (iviii) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company or acceleration by the Holders thereof because of a default and Guarantors if the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 daysmillion; (v) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency the Guarantors and the Significant Subsidiaries; (vi) the failure of a Guarantee to be in full force and effect; or reorganization (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 the Company or any Restricted Subsidiary; and (vi) the rendering Guarantor in any pleading in any court of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if competent jurisdiction that any such judgment security interest is invalid or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeunenforceable. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due at its Stated Maturitythe Securities, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, repurchase upon declaration or otherwise, or failure by the Issuers to redeem or purchase Securities when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company Issuers to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Debt of the Issuers if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days__ million; (v) M certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted SubsidiaryIssuers and the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 __ million, if any such judgment or decree is 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 default under clauses -5- 6 certain of their subsidiaries. However, a default under clauses (iii) and (vi) will not discharged, waived or stayed within 60 days after entry of such judgment or decree. If constitute an Event of Default occurs and is continuing, until the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding notify the Issuers of the default and the Issuers do not cure such default within the time specified after receipt of such 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 Securities to be due and payablepayable immediately. Certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of or Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionrequired repurchase, upon required repurchase, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, ; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company or acceleration by its Subsidiaries if the Holders thereof because of a default and the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 10.0 million and in either case, such default acceleration or failure to pay is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 dayscured within a 10 day period; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Significant Subsidiary; and (vi) the rendering of any certain final, non-appealable judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at 133 least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include include, without limitation: (i) default for 30 days in payment of interest when due on the Securities; (ii) default in payment of the principal of or premium, if any, on any Security when due the Securities at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, ; (iii) failure by the Company or any Subsidiary Guarantor to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or its obligations under Article 5 IV of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after notice; (iv) failure by the Company or any Restricted Subsidiary Guarantor to pay any Indebtedness within any applicable grace period after final maturity comply with certain other provisions or acceleration by agreements in the Holders thereof because of a default Indenture and the total amount Securities, subject in certain cases to notice and/or lapse 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 Indebtedness is not paid in 30 daystime; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Significant Subsidiary; and (vi) the rendering failure of any judgments Subsidiary Guarantee entered into by a Subsidiary Guarantor which is a Significant Subsidiary or decrees against the Company group of Subsidiaries that taken together would constitute a Significant Subsidiary, to be in full force and effect (except as contemplated thereby) or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment denial or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreedisaffirmation thereof. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will shall result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to the Trustee. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, ; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other indebtedness of the Company or acceleration by its Subsidiaries if the Holders thereof because of a default and the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 10.0 million and in either case, such default acceleration or failure to pay is not cured or waived and such acceleration, if any, 118 rescinded or the Indebtedness is not paid in 30 dayscured within a 10 day period; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Significant Subsidiary; and (vi) the rendering of any certain final, non-appealable judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, (iii) or failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 redeem or Article 5 of the Indenturepurchase Securities when required; (iviii) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure by to pay within any grace period after final maturity) of other Indebtedness of the Company or any Restricted Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10.0 million; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Subsidiaryand the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (iv) failure by certain accelerations or payment default in respect other Indebtedness of the Company Company, any Subsidiary Guarantor or any Restricted Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity if the amount accelerated (or acceleration by if the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated with respect to which such a payment is not made after expiration any applicable grace period) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10.0 million; (v) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of any Subsidiary Guarantor and the Company or any Restricted SubsidiarySignificant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, (iii) or failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 redeem or Article 5 of the Indenturepurchase Securities when required; (iviii) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company or acceleration by a Significant Subsidiary if the Holders thereof because of a default and the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10.0 million; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Subsidiaryand the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i) default for 30 days by the Company in the payment of any interest on upon any Note and the Securitiescontinuance of such default for 60 days; (ii) default by the Company in the payment of principal of or premium, if any, any premium on any Security Note when due at its Stated Maturity, upon optional on redemption, upon required repurchase, upon by declaration or otherwise, and the continuance of such default for three Business Days; (iii) failure default by the Company to comply or NiSource Inc. in the performance of or breach of any covenant or warranty in the Indenture and continuance of such default for 30 90 days after written notice with Sections 4.3to the Company or NiSource Inc. from the Trustee or to the Company, 4.4, 4.6 or Article 5 NiSource Inc. and the Trustee from the Holders of at least 33% in principal amount of the IndentureOutstanding Notes; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after notice; (iv) failure default by the Company or NiSource Capital Markets, Inc. under any Restricted Subsidiary 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 any Indebtedness within any applicable grace period after final maturity in excess of $50,000,000 of the principal or acceleration by the Holders thereof because of a default interest when due and the total amount of such Indebtedness unpaid or accelerated exceeds $5.0 million and in either casepayable, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 dayssubject to certain cure rights; (v) the guarantee by NiSource Inc. ceases to be in full force and effect or is disaffirmed or denied (other than according to its terms), or is found to be unenforceable or invalid; or (vi) certain events of bankruptcy, insolvency or reorganization of the Company Company, NiSource Capital Markets, Inc. or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. NiSource Inc. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 2533% in principal amount of the Securities then outstanding Notes may declare all the Securities Notes to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities Notes being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the 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 Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities, continued for 30 days; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemption, upon required repurchaseredemption pursuant to paragraph 5 of the Securities, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company, any Guarantor or acceleration by any Significant Subsidiary if the Holders thereof because of a default and the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10 million; (v) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of any Guarantor and the Company or any Restricted SubsidiarySignificant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (vii) certain defaults with respect to Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable by notice in writing to the Company and the Trustee, and upon such declaration the Securities will be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the SecuritiesSecurities continued for 30 days; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemption, upon required repurchaseredemption pursuant to paragraph 5 of the Securities, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3Company, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company, any Guarantor or acceleration by any Significant Subsidiary if the Holders thereof because of a default and the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10 million; (v) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of any Guarantor and the Company or any Restricted SubsidiarySignificant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (vii) certain defaults with respect to Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable by notice in writing to the Company and the Trustee, and upon such declaration the Securities will be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, ; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (iv) failure by to pay at final maturity (giving effect to any applicable grace period and any extensions thereof) the principal amount of any Indebtedness of the Company or any Restricted Subsidiary (other than a Receivables Entity) of the Company, or the acceleration of the final maturity of any such Indebtedness, if the aggregate principal amount of any such Indebtedness, together with the principal amount of any such other Indebtedness in default for failure to pay any Indebtedness within any applicable grace period after principal at final maturity or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid which has been accelerated, aggregates $15.0 million 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 Indebtedness is not paid in 30 daysmore at any time; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Significant Subsidiary; and (vi) the rendering of any certain final, non-appealable judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if 15.0 million against the Company or any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeSignificant Subsidiary. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the SecuritiesSecurities when due, continued for 30 days; (ii) default in payment of principal or premium, if any, on any Security the Securities when due at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchasepurchase, upon declaration acceleration or otherwise, (iii) or failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 redeem or Article 5 of the Indenturepurchase Securities when required; (iviii) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (iv) failure by certain accelerations or payment default in respect other Indebtedness of the Company Company, any Subsidiary Guarantor or any Restricted Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity if the amount accelerated (or acceleration by if the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days15.0 million; (v) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of any Subsidiary Guarantor and the Company or any Restricted SubsidiarySignificant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 15.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include include: (ia) default for 30 days in payment of interest on the Securities; (iib) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemption, upon required repurchase, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or acceleration by any Significant Subsidiary if the Holders thereof because of a default and the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days30,000,000; (ve) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Subsidiaryand the Significant Subsidiaries; and (vif) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree30,000,000; and (g) certain defaults with respect to Subsidiary Guarantees. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which that will result in the Securities being becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days the Company defaults in payment of interest on which becomes payable after the SecuritiesSecurities have been converted to semiannual coupon notes following the occurrence of a Tax Event pursuant to Article 10 of the Indenture and such default continues for 30 days (whether or not such payment shall be prohibited by the terms of the Indenture); (ii) default in payment of principal or premiumthe Principal Amount at Maturity (or, if anythe Securities have been converted to semiannual coupon notes following a Tax Event, on any Security 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 at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration and payable (whether or otherwise, (iii) failure not such payment shall be prohibited by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 terms of the Indenture); (iviii) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticesubject to notice and lapse of time; (iv) failure default in the payment of any principal when due or resulting in acceleration of other 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 period of 10 days after receipt by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of a default Notice of Default, subject to notice and the total amount lapse of such Indebtedness unpaid or accelerated exceeds $5.0 million time; and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days; (v) certain events of bankruptcy, insolvency bankruptcy or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeinsolvency. If an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities then outstanding at the time outstanding, may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holderstheir interests.

Defaults and Remedies. Under the Indenture, Events of Default include include, in summary form, (i) default for 30 days in payment of any interest (including contingent interest, if any) or Liquidated Damages, if any, on the any Securities; (ii) default in payment of principal the Principal Amount, Redemption Price, Purchase Price or premiumChange in Control Purchase Price, if anyas the case may be, on any Security in respect of the Securities when the same becomes due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, and payable; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticesubject to notice and lapse of time; (iv) failure default by the Company or 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 then outstanding in excess of $10,000,000, or acceleration of any indebtedness in such principal amount so that 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 Restricted Subsidiary Guarantor not to pay any Indebtedness within any applicable grace period after final maturity or acceleration by be in full force and effect (other than in accordance with the Holders thereof because terms of 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 Indenture and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days; (v) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted SubsidiaryGuarantee); and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payable. Certain certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Defaultinsolvency. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holderstheir interests.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the SecuritiesSecurities when due, continued for 30 days; (ii) default in payment of principal or premium, if any, on any Security the Securities when due at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchasepurchase, upon declaration acceleration or otherwise, (iii) or failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 redeem or Article 5 of the Indenturepurchase Securities when required; (iviii) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (iv) failure by certain accelerations or payment default in respect of other Indebtedness of the Company Company, any Subsidiary Guarantor or any Restricted Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity if the amount accelerated (or acceleration by if the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days15.0 million; (v) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of any Subsidiary Guarantor and the Company or any Restricted SubsidiarySignificant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 15.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include include, without limitation: (i) default for 30 days in payment of interest when due on the Securities; (ii) default in payment of the principal of or premium, if any, on any Security when due the Securities at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, ; (iii) failure by the Company or any Subsidiary Guarantor to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or its obligations under Article 5 IV of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after notice; (iv) failure by the Company or any Restricted Subsidiary Guarantor to pay any Indebtedness within any applicable grace period after final maturity comply with certain other provisions or acceleration by agreements in the Holders thereof because of a default Indenture and the total amount Securities, in certain cases subject to notice and lapse 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 Indebtedness is not paid in 30 daystime; (v) certain events accelerations (including failure to pay within any grace period after final maturity) of bankruptcy, insolvency or reorganization other Indebtedness of the Company or any Restricted SubsidiarySubsidiary if the amount accelerated (or so unpaid) exceeds $50.0 million; and (vi) the rendering certain events of any judgments bankruptcy or decrees against insolvency with respect to the Company or any Restricted Subsidiary Significant Subsidiary; (vii) certain final judgments or decrees for the payment of money in excess of $5.0 million50.0 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, if to be in full force and effect (except as contemplated thereby) or any such judgment denial or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreedisaffirmation thereof. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will shall result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity reasonably satisfactory to the Trustee. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 or 6 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, (iii) or failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 redeem or Article 5 of the Indenturepurchase 106 EXHIBIT 4.1 Securities when required; (iviii) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case7.5 million, such default is not cured or waived and such acceleration, if any, rescinded or its foreign currency equivalent at the Indebtedness is not paid in 30 daystime; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Subsidiaryand the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 7.5 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeits foreign currency equivalent at the time. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events An Event of Default include is: (ia) default in payment of the principal of the Convertible Notes, when due at maturity, upon acceleration or otherwise or default in payment when due of the Redemption Price, Repurchase Price or Fundamental Change Payment; (b) default for 30 days or more in payment of any installment of interest on the Securities; (ii) default in payment of principal or premiumincluding Contingent Interest, if any, ) or Liquidated Damages on any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, the Convertible Notes; (iiic) failure default by the Company to comply for 30 60 days or more after notice with Sections 4.3, 4.4, 4.6 in the observance or Article 5 performance of any other covenants in the Indenture; (ivd) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after notice; (iv) failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because provide timely notice of a default and the total amount of such Indebtedness unpaid Fundamental Change; 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 Indebtedness is not paid in 30 days; (ve) certain events of involving bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeCompany. If an Event of Default occurs and is continuing, the Trustee or the Holders holders of at least 25% in principal amount of the Securities then outstanding Convertible Notes may declare the unpaid principal of, and accrued and unpaid interest (including Contingent Interest, if any) and Liquidated Damages, if any, on, all the Securities Convertible Notes then outstanding to be due and payable. Certain payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency, or insolvency are Events of Default which will result in reorganization with respect to the Securities being Company, all outstanding Convertible Notes become due and payable immediately upon the occurrence without further action or notice. Holders of such Events of Default. Securityholders Convertible Notes may not enforce the Indenture or the Securities Convertible Notes except as provided in the Indenture. The Trustee may refuse require an indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives reasonable indemnity or securityConvertible Notes. Subject to certain limitations, Holders holders of a majority in principal amount of the Securities then outstanding Convertible Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders holders notice of any continuing Default default (except a Default default in payment of principal principal, interest or interestLiquidated Damages, if applicable) if it determines that withholding notice is in their interests. The Company must furnish annual compliance certificates to the interest of the HoldersTrustee.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities; (iib) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise, (iii) or failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 redeem or Article 5 of the Indenturepurchase Securities when required; (ivc) failure by the Company to comply with certain other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity maturity) of other Indebtedness of the Company or acceleration by the Holders thereof because of a default and Significant Subsidiaries if the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 daysmillion; (ve) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Subsidiaryand the Significant Subsidiaries; and (vif) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities; (iib) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, (iii) or failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 redeem or Article 5 of the Indenturepurchase Securities when required; (ivc) failure by the Company Company, Parent or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity maturity) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days17.5 million; (ve) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of the Company or Parent and any Restricted SubsidiarySignificant Subsidiaries; and (vif) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 17.5 million, if (g) certain defaults with respect to the Parent Guaranty or any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeSubsidiary Guaranty and (h) certain defaults with respect to the Collateral and the Security Documents. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, (iii) or failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 redeem or Article 5 of the Indenturepurchase Securities when required; (iviii) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days5 million; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Subsidiaryand the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 5 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry ; and (vii) certain events with respect to the guarantees of such judgment or decreethe Company's obligations under the Securities by the Subsidiary Guarantors. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately or, in certain circumstances, after giving notice to the Representative under the Credit Agreement. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities, whether or not prohibited by the subordination provisions of the Indenture; (iib) default in payment of principal or premium, if anyany on the Securities, on any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration whether or otherwise, not prohibited by the subordination provisions of the Indenture; (iiic) failure by the Company to comply with a covenant providing for 30 days after notice with Sections 4.3certain limitations on mergers, 4.4, 4.6 consolidations or Article 5 sales of the Indentureassets; (ivd) failure by the Company, subject to certain notice, to comply with the covenants providing for repurchases at the option of holders upon a Change of Control and upon certain asset sales, limitations on Restricted Payments or limitations on incurrence of certain indebtedness; (e) failure by the Company or any Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (ivf) certain accelerations (including failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity maturity) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days20.0 million; (vg) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Subsidiaryand the Company’s Significant Subsidiaries; and (vih) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 20.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (i) certain defaults with respect to Subsidiary Guarantees. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events An Event of Default include (i) generally is: default by the Company or any Subsidiary Guarantor for 30 days in payment of interest on the Securities; (ii) default by the Company or any Subsidiary Guarantor in payment of principal of, or premium, if any, on any Security when the Securities (including the failure to make cash payments due at its Stated Maturity, upon optional redemption, upon required conversion or repurchase, upon declaration or otherwise, (iii) ); failure by the Company for five days to comply for 30 days after notice with Sections 4.3deliver any Common Stock, 4.4, 4.6 cash in lieu of fractional shares or Article 5 any other property other than cash upon the conversion of the Securities within the time period required by the Indenture; (iv) failure by the Company defaults resulting in acceleration prior to comply with maturity of certain other agreements in the Indenture Indebtedness or the Securities, for 60 days after noticeresulting from payment defaults under certain other Indebtedness; (iv) failure by the Company or any Restricted Subsidiary Guarantor for 45 days after notice to pay comply with any Indebtedness within any applicable grace period after of its other agreements in the Indenture; certain final maturity or acceleration by the Holders thereof because of 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 Indebtedness is not paid in 30 days; (v) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or Subsidiaries; a failure of any Restricted Guarantee of a Subsidiary for Guarantor to be in full force and effect or denial by any Subsidiary Guarantor of its obligations with respect thereto; and certain events of bankruptcy or insolvency. Subject to certain limitations in the payment of money in excess of $5.0 millionIndenture, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding Securities may declare all the Securities to be due and payable. Certain payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency are Events of Default which will result in the reorganization, all outstanding Securities being shall become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives reasonable indemnity or securitySecurities. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in Company must furnish an annual compliance certificate to the interest of the HoldersTrustee.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the SecuritiesSecurities (whether or not such payment is prohibited by the subordination provision of the Indenture); (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchaseacceleration or otherwise, or failure by the Company to redeem or purchase, upon declaration or otherwiseotherwise (whether or not such payment is prohibited by the subordination provision of the Indenture), Securities when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived 5,000,000 and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 daysacceleration continues for 10 days after notice; (v) certain events of bankruptcy, insolvency or reorganization of with respect to the Company or any Restricted Subsidiaryand the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary not covered by insurance for the payment of money in excess of $5.0 million, if any 5,000,000 or its foreign currency equivalent against the Company or a Significant Subsidiary; and (vii) a Subsidiary Guaranty ceasing to be in full force and effect (other than in accordance with its terms) and such judgment or decree is not discharged, waived or stayed within 60 default continues for 10 days after entry of such judgment or decreenotice. If an Event any of certain Events of Default enumerated in the Indenture occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities Securi ties unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold with hold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest or Liquidated Damages (if any) on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due at its Stated Maturitythe Securities, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, repurchase upon declaration or otherwise, or failure by the Issuers to redeem or purchase Securities when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company Issuers to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (iv) certain accelerations 116 10 (including failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity maturity) of other Debt of the Issuers if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10 million; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted SubsidiaryIssuers and the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10 million, if any such judgment or decree is 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 default under clauses (iii) and (vi) will not discharged, waived or stayed within 60 days after entry of such judgment or decree. If constitute an Event of Default occurs and is continuing, until the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding notify the Issuers of the default and the Issuers do not cure such default within the time specified after receipt of such 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 Securities to be due and payablepayable immediately. Certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold with hold from 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 the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due at its Stated Maturity, upon optional redemptionredemption pursuant to paragraphs 5 or 6 above, upon required repurchase, upon declaration acceleration or otherwise, (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (iv) failure by the Company or any Restricted Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of 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 Indebtedness is not paid in 30 daysmillion; (v) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Significant Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payable. Certain events of bankruptcy or insolvency insol- vency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities; (iib) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to Section 6 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity maturity) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days20,000,000; (ve) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Subsidiaryand the Significant Subsidiaries; and (vif) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree20,000,000; (g) certain defaults with respect to Subsidiary Guarantees; and (h) certain defaults relating to the Collateral under the Security Documents. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. In the event of an acceleration that occurs prior to March 15, 2015, 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 which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchaseacceleration or other wise, upon declaration or otherwise, failure by the Issuer to purchase Securities when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3or the Issuer, 4.4as applicable, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company, Significant Subsidiaries, Subsidiary Guarantors, or acceleration by the Holders thereof because of a default and Issuer, as applicable, if the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10.0 million; (v) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency the Issuer, the Subsidiary Guarantors or reorganization of the Company or any Restricted SubsidiarySignificant subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment 10.0 million and (vii) certain defaults with respect to the Company Guaranty or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeSubsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) include: default for 30 days in payment of interest on the SecuritiesExchange Debentures; (ii) default in payment of principal of, or premium, if any, on any Security when due at its Stated Maturitythe Exchange Debentures; subject to certain exceptions, upon optional redemption, upon required repurchase, upon declaration or otherwise, (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to it to comply with any of its other agreements in or covenants in, or provisions of, the Indenture or the SecuritiesExchange Debentures; certain defaults under and acceleration prior to maturity of, for 60 days after noticeor failure to pay at maturity, certain other Indebtedness; (iv) failure by certain final judgments that remain undischarged; and certain events of bankruptcy or insolvency involving the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of that is 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 Indebtedness is not paid in 30 days; (v) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Significant Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding Exchange Debentures may declare all the Securities Exchange Debentures to be immediately due and payable. Certain payable in an amount equal to the principal of, premium, if any, and any accrued and unpaid interest on, such Exchange Debentures; provided, however, that in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which will result in insolvency, the Securities being principal of, premium, if any, and any accrued and unpaid interest on, the Exchange Debentures becomes due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture without further action or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitynotice. Subject to certain limitationsexceptions, Holders of a majority in principal amount of the Securities then outstanding Exchange Debentures may direct the Trustee in its exercise of any trust or power, provided that the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of Holders unless such Holders have offered to the Trustee security and indemnity satisfactory to it. Holders may not enforce the Indenture or the Exchange Debentures except as provided in the Indenture. The Trustee may withhold from Securityholders Holders notice of any continuing Default default (except a Default in payment of principal or interestDefault) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the interest of the HoldersTrustee.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i) default for 30 days in the payment when due of interest or Liquidated Damages on the Securitiesany Note; (ii) default in payment when due of principal or Accreted Value of or premium, if any, on any Security the Notes when the same becomes due and payable, at its Stated Maturitymaturity, upon optional redemption, upon required repurchase, upon declaration redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company to comply for 30 45 days after notice with Sections 4.3, 4.4, 4.6 to the Company by the Trustee or Article 5 the Holders of at least 25% in principal amount of the Indenture; (iv) failure by the Company Notes then outstanding to comply with any other agreements covenant or agreement in the Indenture or the Securities, for 60 days after noticeNotes; (iv) failure by default under certain other agreements relating to Indebtedness of the Company or any Material Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or Subsidiary, which default results in the acceleration by the Holders thereof because of 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 Indebtedness is not paid in 30 daysprior to its express maturity; (v) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (vi) certain events of bankruptcy, bankruptcy or insolvency with respect to the Company or reorganization any of its Material Restricted Subsidiaries; and (vii) certain foreclosure proceedings with respect to the assets of the Company or any Material Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in Accreted Value (if prior to the Full Accretion Date) or principal amount (if on or after the Full Accretion Date) of the Securities then outstanding Notes may declare all the Securities Notes to be due and payablepayable immediately. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events with respect to the Company or any of Default which its Restricted Subsidiaries, all outstanding Notes will result in the Securities being become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate Accreted Value (if prior to the Full Accretion Date) or aggregate principal amount (if on or after the Full Accretion Date) of the Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 Accreted Value (if prior to the interest Full Accretion Date) or aggregate principal amount (if on or after the Full Accretion Date) of the HoldersNotes 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 the principal of, premium or Liquidated Damages, if any, or interest on 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 include include: (ia) default for 30 days in payment of interest on the Securities; (iib) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, ; (iiic) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenturerepurchase Securities when required; (ivd) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticereceiving notice from the Trustee or 25% in aggregate principal amount of the Securities to comply with the agreements in the Indenture; (ive) certain accelerations (including failure by to pay within any grace period after final maturity) of other Indebtedness of the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 20.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 daysaggregate; (vf) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 20.0 million; (g) certain defaults with respect to the Guarantees; (h) certain events of bankruptcy or insolvency with respect to the Company, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreethe Guarantors and the Significant Subsidiaries. If an Event of Default occurs and is continuing, the Trustee or the Holders holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.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 include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium(or, if anyas the case may be, the Accreted Value) on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, ; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company or acceleration by Subsidiaries if the Holders thereof because of a default and the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10 million; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Significant Subsidiary; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, (iii) or failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenturepurchase Securities when required; (iviii) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 10.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 daysits foreign currency equivalent; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Subsidiaryand the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment 10.0 million or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeits foreign currency equivalent. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities; (iib) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemption, upon required repurchasepurchase, upon declaration acceleration or otherwise, or failure by the Issuer to redeem or purchase Securities when required; (iiic) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company Issuer to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure by to pay within any grace period after final maturity) of other Indebtedness of the Company Issuer or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days25.0 million; (ve) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company Issuer or any Restricted Significant Subsidiary; and (vif) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 25.0 million, if ; and (g) certain defaults with respect to Security Guarantees of the Issuer or any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeSignificant Subsidiary. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which that will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (iiinclude, among others,(i) default in payment of principal the Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Change in Control Purchase Price, Asset Sale Offer Price or premiumany other payment required to be made under the Indenture, if any, on any Security when the same becomes due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, and payable; (iiiii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticesubject to notice and lapse of time; and (iv) failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of 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 Indebtedness is not paid in 30 days; (viii) certain events of bankruptcy, insolvency bankruptcy or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeinsolvency. If an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount of the Securities then outstanding at the time outstanding, may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority 25% in principal amount aggregate Principal Amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interestamounts specified in clause (i) above) if it determines that withholding notice is in the interest of the Holderstheir interests.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities; (iib) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemption, upon required repurchasepurchase, upon declaration acceleration or otherwise, (iii) or failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 redeem or Article 5 of the Indenturepurchase Securities when required; (ivc) failure by the Parent or the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure by to pay within any grace period after final maturity) of other Indebtedness of the Parent or any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds $20,000,000; (e) certain events of bankruptcy or insolvency with respect to the Parent, the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of 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 Indebtedness is not paid in 30 daysSignificant Subsidiary; (vf) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if 20,000,000; and (g) certain defaults with respect to Security Guarantees of the Parent or any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeSignificant Subsidiary. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which that will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10,000,000; (v) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of the Company or any Restricted SubsidiaryGuarantor and the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree10,000,000; and (vii) the Guaranty ceasing to be in full force and effect (other than in accordance with its terms). If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interestinterest ) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) include: defaults of payment of principal of or premium on the Notes at maturity, or upon acceleration, redemption or otherwise; default for 30 days in payment of interest on the Securitiesany Note for 30 days; (ii) default in payment of principal or premium, if any, on any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (iii) certain defaults under other Indebtedness; failure by the Company, the Guarantor or any Subsidiary of the Company to comply for 30 days after written notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after notice; (iv) failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of 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 Indebtedness is not paid in 30 days; (v) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, it from the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all Notes, to comply with any of the Securities to be due and payable. Certain other agreements or covenants in or provisions of the Indenture or the Notes; certain events of bankruptcy or insolvency are Events with respect to the Company, the Guarantor and any Significant Subsidiary of the Company; certain final judgments that remain undischarged for 60 days after being entered; the Guarantee ceases to be in full force and effect; and the Guarantor shall deny its obligations under its Guarantee. If an Event of Default which will result occurs and is continuing (and has not been waived in accordance with the provisions of the Indenture), the Trustee or the Holders of at least a majority in aggregate principal amount of the then outstanding Notes may declare all the Notes to be immediately due and payable for an amount equal to 100% of the principal amount of the Notes plus accrued interest to the date of payment, except that in the Securities being case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives reasonable indemnity or securityNotes. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default or Event of Default (except a Default or an Event of Default in payment of principal principal, premium, if any, or interest) if it and so long as a committee of its Responsible Officers determines in good faith that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the interest of the HoldersTrustee.

Defaults and Remedies. Under the Indenture, Events An Event of Default include (i) is: default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (iii) the Securities; failure by the Company or JCC Holding after notice to it to comply with certain of its agreements in the Indenture or the Securities; failure by the Company for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to it to comply with any of its other agreements in the Indenture or the Securities, for 60 days after notice; (iv) failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of 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 Indebtedness is not paid in 30 days; (v) certain events of bankruptcy, insolvency bankruptcy or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeinsolvency. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% (or 25% in the case of a default with respect to payment of principal of or interest on the Securities) in principal amount of the then Outstanding Securities then outstanding may declare all the principal amount of the Securities to be due and payablepayable immediately; provided, however, that if any Minimum Payment Guaranty Obligations are outstanding or any Indebtedness is outstanding pursuant to the Credit Agreement or the New Indentures, upon a declaration of acceleration, such principal and interest shall be payable upon the earlier of (x) the day that is five Business Days after the provision to the Company, the Minimum Payment Guarantor, the Credit Agent and the New Indentures Trustee of notice thereof, unless such an Event of Default has been cured or waived prior to such date and (y) the date of acceleration of any Minimum Payment Guaranty Obligation or any Indebtedness under the Credit Agreement or the New Indentures. Certain In the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which will result in the insolvency, all Outstanding Securities being become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives reasonable indemnity or securitySecurities. Subject to certain limitations, Holders of a majority in principal amount of the then Outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 interests. The Company must furnish an annual compliance certificate to the interest of the HoldersTrustee.

Defaults and Remedies. Under the Indenture, Events of Default include include: (ia) default for 30 days in the payment when due of interest on the SecuritiesNotes; (iib) default in payment when due of principal of or premium, if any, on any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration the Notes (including the failure to repurchase the Notes pursuant to a Change of Control Offer or otherwise, Asset Sale Offer); (iiic) failure by the Company Company, any Guarantor or any Significant Subsidiary to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 Section 5.01 of the Indenture; (ivd) failure by the Company to comply with other agreements in the Indenture Company, any Guarantor or the Securities, any Significant Subsidiary for 60 days after noticenotice 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 this Indenture or the Notes; (ive) failure by default under certain other agreements relating to Indebtedness of the Company Company, any Guarantor or any Restricted Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or which default results in the acceleration by the Holders thereof because of 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 Indebtedness is not paid in 30 daysprior to its express maturity; (vf) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any final judgments or decrees against the Company or any Restricted Subsidiary for the payment of money that remain undischarged for a period of 60 days; (g) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary; and (h) except as permitted by the Indenture, any applicable Subsidiary Guarantee or a Significant Subsidiary shall be held in excess of $5.0 million, if any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor or a Significant Subsidiary or any Person acting on its behalf shall deny or disaffirm its obligations under such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeGuarantor’s Subsidiary Guarantee. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding Notes may declare all the Securities Notes to be due and payable. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which involving the Company, all outstanding Notes will result in the Securities being become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Securityholders Holders may not enforce the this Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest their interest. The Holders of a majority in aggregate principal amount of the HoldersNotes 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 this 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 or Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionrequired repurchase, upon required repurchase, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, ; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company or acceleration by its Subsidiaries if the Holders thereof because of a default and the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 10.0 million and in either case, such default acceleration or failure to pay is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 dayscured within a 110 6 10 day period; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Significant Subsidiary; and (vi) the rendering of any certain final, non-appealable judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, (iii) or failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 redeem or Article 5 of the Indenturepurchase Securities when required; (iviii) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (iv) failure by certain accelerations or payment default in respect of other Indebtedness of the Company or any Restricted Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity if the amount accelerated (or acceleration by if the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated with respect to which such a payment is not made after expiration any applicable grace period) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10.0 million; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Subsidiaryand the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree10.0 million (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in not opposed to the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest or Liquidated Damages (if any) on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due at its Stated Maturitythe Securities, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, repurchase upon declaration or otherwise, or failure by the Issuers to redeem or purchase Securities when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company Issuers to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Debt of the Issuers if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10 million; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted SubsidiaryIssuers and the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10 million, if any such judgment or decree is 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 default under clauses (iii) and (vi) will not discharged, waived or stayed within 60 days after entry of such judgment or decree. If constitute an Event of Default occurs and is continuing, until the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding notify the Issuers of the default and the Issuers do not cure such default within the time specified after receipt of such 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 Securities to be due and payablepayable immediately. Certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.The

Defaults and Remedies. Under the Indenture, Events An Event of Default include (i) is: default in payment of the principal of or premium, if any, on the Notes when due; default for 30 days in payment of interest on the SecuritiesNotes; (ii) default in payment of principal or premium, if any, on any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 to it to perform any conversion of the IndentureNotes; (iv) failure by the Company for 60 days after notice to it to comply with any of its other agreements contained in the Indenture or the Securities, Notes; failure of the Company for 60 30 days after noticenotice to it to make any payment at maturity in respect of indebtedness for borrowed money, which payment is in excess of $1,000,000; (iv) failure default by the Company or any Restricted Subsidiary for 30 days after notice to pay any Indebtedness within any applicable grace period after final maturity or it with respect to indebtedness for borrowed money, which default results in acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds indebtedness which is in excess of $5.0 million and in either case, 1,000,000 without such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not indebtedness having been paid in 30 dayson discharged; (v) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted SubsidiaryCompany; and (vi) the rendering acceleration of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreecertain other indebtedness. If an Event of Default (other than as a result of certain events of bankruptcy, insolvency or reorganization) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities Notes then outstanding may declare all unpaid principal of and accrued interest to the Securities date of acceleration on the Notes then outstanding to be due and payablepayable 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, unpaid principal of Default which will result in and accrued interest on the Securities being Notes 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. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives reasonable indemnity or securityNotes. Subject to certain limitations, Holders of a majority in principal amount of the Securities Notes then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 interests. The Company is required to file periodic reports with the interest Trustee as to the absence of the Holdersdefault.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the SecuritiesSecurities (whether or not such payment is prohibited by the subordination provision of the Indenture); (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchaseacceleration or otherwise, or failure by the Company to redeem or purchase, upon declaration or otherwiseotherwise (whether or not such payment is prohibited by the subordination provision of the Indenture), Securities when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived 10,000,000 and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 daysacceleration continues for 10 days after notice; (v) certain events of bankruptcy, insolvency or reorganization of with respect to the Company or any Restricted Subsidiaryand the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary not covered by insurance for the payment of money in excess of $5.0 million, if any 10,000,000 or its foreign currency equivalent against the Company or a Significant Subsidiary; and (vii) a Subsidiary Guaranty ceasing or otherwise failing to be in full force and effect (other than in accordance with its terms) and such judgment or decree is not discharged, waived or stayed within 60 default continues for 10 days after entry of such judgment or decreenotice. If an Event any of certain Events of Default enumerated in the Indenture occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately subject to certain conditions. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of the principal of or premium, if any, on any Security when due the Securities at its Stated Maturity, upon optional redemptionmaturity, upon required repurchase, upon declaration or otherwise, ; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Significant Subsidiary to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure by to pay within any grace period after final maturity) of other Indebtedness of the Company or any Restricted Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days25.0 million; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Significant Subsidiary; and (vi) the rendering of any certain final, non-appealable judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 25.0 million, if ; and (vii) nonperformance by any such judgment Subsidiary Guarantor that is a Significant Subsidiary under a Subsidiary Guarantee or decree the failure of any Subsidiary Guarantee by a Subsidiary Guarantor which is not discharged, waived or stayed within 60 days after entry of such judgment or decreea Significant Subsidiary to be in full force and effect. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the SecuritiesNotes; (ii) default in payment of principal or premium, if any, on any Security when due the Notes at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Notes, upon required repurchase, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Notes when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Restricted Subsidiary to comply with other agreements in the Indenture or the SecuritiesNotes, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company, any Subsidiary Guarantor or acceleration by any Significant Subsidiary if the Holders thereof because of a default and the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days20.0 million; (v) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of the Company a Subsidiary Guarantor or any Restricted Significant Subsidiary; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 20.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (vii) certain defaults with respect to the Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding Notes may declare all the Securities Notes to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities Notes being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the 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 Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in not opposed to the interest of the Holders. TRUSTEE DEALINGS WITH THE COMPANY Subject to certain limitations imposed by the Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. NO RECOURSE AGAINST OTHERS A director, officer, manager, employee, incorporator, member, partner or stockholder, as such, of the Company, any Guarantor or the Trustee shall not have any liability for any obligations of the Company under the Notes or the Indenture or any Guarantor under any Guaranty, as the case may be, or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

Defaults and Remedies. Under An Event of Default includes: default in the payment by the Company of accrued and unpaid interest (including any Additional Interest) on the Securities which has continued for 30 days, whether or not such payment shall be prohibited by the subordination provisions of the Indenture, Events of Default include (i) ; default for 30 days by the Company in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security of the Securities when due and payable, whether or not such payment shall be prohibited by the subordination provisions of the Indenture; default by the Company in the payment of the Redemption Price to be paid upon a redemption at its Stated Maturitythe option of the Company pursuant to Section 5 of this Security or the Purchase Price or Change of Control Purchase Price to be paid upon a redemption at the option of the Holder pursuant to Section 6 of this Security, upon optional redemption, upon required repurchase, upon declaration whether or otherwise, (iii) not such payment shall be prohibited by the subordination provisions of the Indenture; failure by the Company for 90 days after certain notice to it to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 any of its other covenants or Article 5 of agreements in the Indenture; (iv) failure by the Company to comply with other agreements defaults in the Indenture or the Securitiespayment when due, for 60 days after notice; (iv) failure by the Company or any Restricted Subsidiary to pay any Indebtedness within including any applicable grace period after final maturity period, in respect of indebtedness for borrowed money of the Company, which payment is in an amount in excess of $20,000,000, or the Company defaults with respect to any indebtedness for borrowed money of the Company, which default results in acceleration by the Holders thereof because of a default and the total any such indebtedness which is in an amount of such Indebtedness unpaid or accelerated exceeds in excess of $5.0 million 20,000,000; and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days; (v) certain events of bankruptcy, insolvency or reorganization of with respect to the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeits Significant Subsidiaries. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the principal of and accrued and unpaid interest on the Securities to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being immediately due and payable immediately upon the occurrence of such Events of Default, subject to applicable laws. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives reasonable indemnity or securitySecurities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default default (except a Default default in payment of principal or premium, if any, or interest) if it determines in good faith that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the interest of the HoldersTrustee.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i) default for 30 days in payment of interest on the SecuritiesNotes, continued for 30 days; (ii) default in payment of principal or premium, if any, on any Security when due the Notes at its Stated Maturitymaturity, upon optional redemption, upon required repurchaseredemption pursuant to paragraph 5 of the Notes, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Notes when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Guarantor to comply with other agreements in the Indenture or the SecuritiesNotes, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company, any Guarantor or acceleration by any Significant Subsidiary if the Holders thereof because of a default and the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10 million; (v) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of any Guarantor and the Company or any Restricted SubsidiarySignificant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (vii) certain defaults with respect to Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the Securities then outstanding Notes may declare all the Securities Notes to be due and payablepayable by notice in writing to the Company and the Trustee, and upon such declaration, the Notes will be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities Notes being due and payable immediately upon the occurrence of such Events of Default. Securityholders Noteholders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities Notes unless it receives reasonable indemnity or securitysecurity against any loss, liability or expense. Subject to certain limitations, Holders of a majority in principal amount at maturity of the Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Noteholders notice of any continuing Default (except a Default in payment of principal (or Accreted Value, if applicable) or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture and subject to the terms of the Indenture, Events of Default include include: (i) default for 30 days in the payment when due of interest on the SecuritiesNotes, which default continues for 30 consecutive days; (ii) default in payment of the principal of or premium, if any, on any Security the Notes when due due, at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration repurchase or otherwise, ; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the SecuritiesNotes, for 60 days after noticein certain cases subject to notice or lapse of time; (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) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days25 million; (v) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 25 million; (vi) certain defaults with respect to the Notes Guarantees; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, if any such judgment or decree is not dischargedtaken together, waived or stayed within 60 days after entry of such judgment or decreewould constitute a Significant Subsidiary and (viii) certain defaults relating to the Collateral under the Security Documents. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding Notes may declare all the Securities Notes to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities Notes being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the 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 Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default under the Indenture include (i) --------------------- the following: default for 30 days the period specified in the Indenture in payment of interest on on, or Special Interest, if any, with respect to the Securities; (ii) default in payment of principal or premium, if any, on any Security when due on the Securities (at its Stated Maturitymaturity, upon optional acceleration, redemption, upon required repurchase, upon declaration repurchase or otherwise, (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture); (iv) failure by the Company to comply with other agreements in specific covenants of the Indenture or the other Operative Documents; failure by the Company 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, the other Operative Documents or the Securities, for 60 days after noticeunless otherwise specified; (iv) failure the occurrence of certain defaults under any Indebtedness of the Company or any Significant Subsidiary in excess of $15,000,000 in principal amount; the rendering or domestication of final judgments by a court of competent jurisdiction against the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of a default and the total in an aggregate amount of such Indebtedness unpaid $15,000,000 or accelerated exceeds $5.0 million and in either case, such default more which remain undischarged for a period (during which execution is not cured or waived stayed) of sixty (60) days after the date on which the right to appeal has expired; cessation of effectiveness of Operative Documents without the consent of the Trustee; and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days; (v) certain events of bankruptcy, insolvency or reorganization of reorganization. Subject to certain limitations in the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 millionIndenture, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in principal amount of the then Securities then outstanding Outstanding may declare all the Securities to be due and payable. Certain payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which will result in the insolvency, all Securities being Outstanding become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives reasonable indemnity or securitySecurities. Subject to certain limitations, Holders of a majority in principal amount of the then Outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 interests. The Company must furnish compliance certificates to the interest Trustee. The above description of Events of Default and remedies is qualified by reference, and subject in its entirety to the Holdersmore complete description thereof contained in the Indenture.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to para graph 5 or 6 of the Securities, upon required repurchasepurchase, upon declaration acceleration or otherwise, (iii) or failure by the Company or the Guarantors to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 redeem or Article 5 of the Indenturepurchase Securities when required; (iviii) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of Holdings, the Company or acceleration by the Holders thereof because of a default and Owners if the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 daysmillion; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to Holdings and the Company or any Restricted Subsidiarythe Owners; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment (vii) certain events or decree is not discharged, waived defaults with respect to the Guarantees or stayed within 60 days after entry the Security Agreements and (ix) the failure by the Designated Owners to hold certain prescribed percentages of such judgment or decreeVoting Stock and Capital Stock of Holdings. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities; (iib) default in payment of principal or premiumon the Securities when due, if any, on any Security when due whether at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise, ; (iiic) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity maturity) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 daysmillion; (ve) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted a Significant Subsidiary; and (vif) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 30 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (g) certain defaults with respect to Subsidiary Guarantees. If an Event of Default occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 2530.0% in principal amount of the Securities then outstanding by notice to the Company and the Trustee, may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will shall result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include include, in summary form, (i) default for 30 days in payment of any interest (including contingent interest, if any) on any Securities after receipt by the SecuritiesCompany of a Notice of Default; (ii) default in payment of principal the Principal Amount, Redemption Price, Purchase Price or premiumChange in Control Purchase Price, if anyas the case may be, on any Security in respect of the Securities when the same becomes due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, and payable; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticesubject to notice and lapse of time; (iv) failure default by the Company or any Restricted Subsidiary to pay any Indebtedness within in the payment at the final maturity thereof, after the expiration of any applicable grace period after final maturity period, of principal of indebtedness for money borrowed, other than nonrecourse indebtedness, in the principal amount then outstanding in excess of $20,000,000, or acceleration by of any indebtedness in such principal amount so that it becomes due and payable prior to the Holders thereof because of a default date on which it would otherwise have become due and the total amount of payable and such Indebtedness unpaid or accelerated exceeds $5.0 million and in either case, such default acceleration is not cured or waived rescinded within 15 business days after notice to the Company in accordance with the Indenture; and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days; (v) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Defaultinsolvency. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holderstheir interests.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 thirty (30) days in payment when due of interest on the Securities; (iib) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to Section 3.1 of the Indenture and paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (ivc) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (ivd) failure by to pay at final maturity (giving effect to any applicable grace period and any extensions thereof) the principal amount of any Indebtedness of the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after of the Company (other than a Receivables Entity), or the acceleration of the final maturity or acceleration by the Holders thereof because of a default and the total amount of any such Indebtedness unpaid or accelerated exceeds $5.0 million and Indebtedness, if, in either case, the aggregate principal amount of any such Indebtedness, together with the principal amount of any such other Indebtedness in default is not cured for failure to pay principal at final maturity or waived and such accelerationwhich has been accelerated, if any, rescinded aggregates $10 million or the Indebtedness is not paid in 30 daysmore at any time; (ve) certain events of bankruptcyfinal, insolvency or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any non-appealable judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if 10 million against the Company or any such judgment Significant Subsidiary; (f) certain events of bankruptcy or decree insolvency with respect to the Company or any Significant Subsidiary; and (g) any Guarantee by a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or any Subsidiary Guarantor that is not discharged, waived a Significant Subsidiary denies or stayed within 60 days after entry of such judgment disaffirms its obligations under the Indenture or decreeits Guarantee. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in outstanding principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in outstanding principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon declaration or otherwise; (ii) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, Securities for 60 sixty days after notice; (iv) failure by to pay when due or certain accelerations of other indebtedness of the Company or any Restricted Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of a default and the total in an aggregate amount of such Indebtedness unpaid $10,000,000 or accelerated exceeds $5.0 million more, subject to notice and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of involving the Company or any Restricted Significant Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 in good faith determines that withholding notice is in the interest of the Holdersnot opposed to their interest.

Defaults and Remedies. Under the Indenture, Events an Event of Default include includes: (i) default for 30 days in payment of any interest on the any Securities; (ii) default in payment of any principal or (including, without limitation, any premium, if any) on the Securities when due (whether at maturity, upon redemption, on any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration a Change in Control Purchase Date or otherwise, ); (iii) failure by the Company to comply for 30 60 days after notice to it to comply with Sections 4.3, 4.4, 4.6 any of its other agreements contained in the Indenture or Article 5 of the IndentureSecurities; (iv) failure by the Company to comply with other agreements in give notice to the Indenture or the Securities, for 60 days after notice; (iv) failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Trustee and Holders thereof because of a default Change in Control in accordance with the Indenture; 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 Indebtedness is not paid in 30 days; (v) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeCompany. If an Event of Default (other than as a result of certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all unpaid principal to the date of acceleration on the Securities then outstanding to be due and payablepayable 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 which will result in the Company, unpaid principal of the Securities 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. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives reasonable indemnity or securitySecurities. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 interests. The Company is required to file periodic reports with the interest Trustee as to the absence of the HoldersDefault.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (iia) default in payment of principal or premiuminterest when due under the Securities and such default continues for 30 days; (b) default in payment of the Principal Amount at Maturity (or, if anythe Securities have been converted to semiannual coupon notes following a Tax Event, on any Security when due at its Stated Maturitythe Restated Principal Amount), upon optional redemptionIssue Price plus accrued Original Issue Discount or cash interest, upon required repurchaseRedemption Price, upon declaration Purchase Price or otherwiseChange in Control Purchase Price, (iii) failure by as the Company to comply for 30 days after notice with Sections 4.3case may be, 4.4, 4.6 or Article 5 in respect of the IndentureSecurities when the same becomes due and payable; (ivc) failure by the Company to comply with other agreements in the Indenture or the Securities, subject to notice and lapse of time; (d) default in the payment of any principal when due or resulting in acceleration of other indebtedness of the Company for 60 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 period of 10 days after notice; (iv) failure receipt by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of a default Notice of Default, subject to notice and the total amount lapse of such Indebtedness unpaid or accelerated exceeds $5.0 million time; and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days; (ve) certain events of bankruptcy, insolvency bankruptcy or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeinsolvency. If an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities then outstanding at the time outstanding, may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal amounts specified in clause (a) or interest(b) above) if it determines that withholding notice is in the interest of the Holderstheir interests.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, ; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other indebtedness of the Company or acceleration by its Subsidiaries if the Holders thereof because of a default and the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 10.0 million and in either case, such default acceleration or failure to pay is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 dayscured within a 10 day period; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Significant Subsidiary; and (vi) the rendering of any certain final, non-appealable judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events If an Event of Default include occurs (i) default for 30 days in payment other than an Event of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (iii) failure by the Company Default relating to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after notice; (iv) failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of 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 Indebtedness is not paid in 30 days; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of the Company or any Restricted Significant Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may declare all the Securities to be due and payablepayable immediately; provided that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be outstanding, such acceleration shall not be effective until the earlier of (i) the acceleration of any Indebtedness under the Credit Agreement and (ii) five Business Days after receipt by the Company of written notice of such acceleration. Certain Defaults shall not constitute an Event of Default until the Trustee notifies the Company or the Holders of at least 25% in aggregate principal amount of the outstanding Securities notify the Company and the Trustee of the Default and the Company or its Subsidiary, as applicable, does not cure such Default within the time specified in the Indenture after receipt of such notice. If an Event of Default relating to certain events of bankruptcy bankruptcy, insolvency or insolvency are Events of Default which will result in reorganization with respect to the Company or any Significant Subsidiary occurs, all outstanding Securities being shall become due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture without further action or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitynotice. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest or additional interest. The Holders of a majority in aggregate principal amount of the HoldersSecurities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities 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 or premium and additional interest, if any, on, or the principal of, the Securities. The Company shall deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company shall deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities; (iib) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, (iii) or failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 redeem or Article 5 of the Indenturepurchase Securities when required; (ivc) failure by the Company Company, Parent or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity maturity) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days17.5 million; (ve) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of the Company or Parent and any Restricted SubsidiarySignificant Subsidiaries; and (vif) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if 17.5 million and (g) certain defaults with respect to the Parent Guaranty or any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeSubsidiary Guaranty. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except ex- cept a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events An Event of Default include is default in the payment by the Company of accrued and unpaid cash interest (i) default for 30 days in payment including any cash interest payable after any election by the Company to restate the principal amount of the Securities and pay cash interest on the Securities; (iiSecurities following the occurrence of a Tax Event) on the Securities continued for 30 days, default by the Company in payment of principal or premium(or, if anythe Company has elected to restate the principal amount of the Securities and pay cash interest on the Securities following the occurrence of a Tax Event, on any Security when due the Restated Principal Amount) of the Securities at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (iii) failure by the Company to comply for 30 90 days after written notice with Sections 4.3, 4.4, 4.6 or Article 5 of (as specified in the Indenture; (iv) failure by the Company to it to comply with any of its other covenants or agreements in the Indenture or the Securities, for 60 days after notice; (iv) failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of 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 Indebtedness is not paid in 30 days; (v) certain specified events of bankruptcy, insolvency or reorganization of with respect to the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeCompany. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Securities may declare an amount equal to the Accreted Value of the Securities (or, if the Company has elected to restate the principal amount of the Securities then outstanding may declare all and pay additional cash interest on the Securities following the occurrence of a Tax Event, the Restated Principal Amount) in respect of the Securities to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse require security or indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives reasonable indemnity or securitySecurities. Subject to certain limitations, Holders of a majority in aggregate principal amount at maturity of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Event of Default (except a an Event of Default in payment of principal (or, if the Company has elected to restate the principal amount of the Securities and pay additional cash interest following the occurrence of a Tax Event, the Restated Principal Amount) or accrued and unpaid interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the interest of the HoldersTrustee.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of the failure to pay interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when the same becomes due and payable and the default continues for a period of 30 days; (b) the failure to pay the principal on any Security, when such principal becomes due and payable, at its Stated Maturitymaturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise, otherwise (iii) including the failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 make a payment to purchase Securities tendered pursuant to a Change of Control Offer or Article 5 of the Indenturea Net Proceeds Offer); (ivc) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period periods after final maturity maturity) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days25,000,000; (ve) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of the Company any Guarantor or any Restricted Significant Subsidiary; and (vif) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree25,000,000; (g) certain defaults with respect to Guarantees; and (h) certain defaults with respect to Collateral and the Security Documents. If an Event of Default occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities then outstanding may declare the principal of and accrued interest on all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders Subject to the provisions of the Indenture relating to the duties of the Trustee or the Notes Collateral Agent, neither the Trustee nor the Notes Collateral Agent is under any 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, as applicable, reasonable indemnity. Subject to all provisions of the Indenture 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 and the Notes Collateral Agent or exercising any trust or power conferred on the Trustee or the Notes Collateral Agent, as applicable. Holders of the Securities may not enforce the Indenture or the Securities except as provided in the IndentureIndenture and under the Act. The Trustee Notwithstanding the foregoing in no event may refuse to any Holder enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount any Lien of the Securities may direct Notes Collateral Agent pursuant to the Trustee in its exercise of any trust or powerSecurity Documents. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it a committee of its Trust Officers in good faith determines that withholding notice is in not opposed to the interest interests of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure by to pay within any grace period after final maturity) of other Indebtedness of the Company or any Restricted Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10 million; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Subsidiaryand the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in not opposed to the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company Holdings to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (iv) acceleration or failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity of other Indebtedness of the Company or acceleration by any Significant Subsidiary if the Holders thereof because of a default and the total amount of such Indebtedness accelerated or so 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 Indebtedness is not paid in 30 days10.0 million; (v) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of the Company or any Restricted SubsidiarySubsidiary Guarantors and the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree10.0 million and (vii) certain defaults with respect to Securities Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, (iii) or failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 redeem or Article 5 of the Indenturepurchase Securities when required; (iviii) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure by to pay within any grace period after final maturity) of other Indebtedness of the Company or any Restricted Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10.0 million; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Subsidiaryand the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10.0 million, if any such judgment ; and (vii) certain events or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreedefaults with respect to the Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest or Liquidated Damages (if any) on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due at its Stated Maturitythe Securities, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, repurchase upon declaration or otherwise, or failure by the Issuers to redeem or purchase Securities when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company Issuers to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Debt of the Issuers if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10 million; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted SubsidiaryIssuers and the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10 million, if any such judgment or decree is 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 default under clauses (iii) and (vi) will not discharged, waived or stayed within 60 days after entry of such judgment or decree. If constitute an Event of Default occurs and is continuing, until the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding notify the Issuers of the default and the Issuers do not cure such default within the time specified after receipt of such 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 Securities to be due and payablepayable immediately. Certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, (iii) or failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 redeem or Article 5 of the Indenturepurchase Securities when required; (iviii) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (iv) failure by certain accelerations or payment default in respect other Indebtedness of the Company or any Restricted Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity if the amount accelerated (or acceleration by if the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated with respect to which such a payment is not made after expiration any applicable grace period) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10.0 million; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Subsidiaryand the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 6 or 7 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, other wise; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure by to pay within any grace period after final maturity) of other Indebtedness of the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid so unpaid) exceeds (Pounds)7,500,000 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 Indebtedness is not paid in 30 daysits foreign currency equivalent; (v) certain events of bankruptcy or insolvency with respect to the Company and its Subsidiaries; and (vi) certain judgments or decrees for the payment of money in excess of (Pounds)7,500,000 or its foreign currency equivalent against the Company or a Subsidiary. If an Event of Default (other than a Default relating to certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and (viCompany) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities then outstanding may declare the principal of and accrued but unpaid interest on all the Securities to be due and payablepayable immediately. Certain events of bankruptcy bankruptcy, insolvency, or insolvency reorganization are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold with hold from 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 the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default with respect to the 2017 Securities include (ia) default for 30 days in payment of interest on the 2017 Securities; (iib) default in payment of principal or premium, if any, on any Security when due the 2017 Securities at its Stated Maturity, upon optional redemptionmaturity, upon required redemption or repurchase, upon declaration or otherwise, (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after notice; (ivc) failure by the Company or any Restricted Subsidiary to comply with other agreements in the Indenture with respect to the 2017 Securities or the 2017 Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because maturity) of a default and the total amount of such other 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 Indebtedness is not paid in 30 days; (v) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds $250 million; (e) certain events of bankruptcy or insolvency with respect to the Company, a Subsidiary Guarantor or a Significant Subsidiary; and (vif) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 250 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (g) certain defaults with respect to a Subsidiary Guarantee with respect to the 2017 Securities. If an Event of Default with respect to the 2017 Securities occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the 2017 Securities then outstanding may declare all the 2017 Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the 2017 Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders of 2017 Securities may not enforce the Indenture with respect to the 2017 Securities or the 2017 Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the 2017 Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the 2017 Securities may direct the Trustee in its exercise of any trust or powerpower with respect to the 2017 Securities. The Trustee may withhold from Securityholders Holders of 2017 Securities notice of any continuing Default with respect to the 2017 Securities (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the HoldersHolders of 2017 Securities.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, otherwise whether or not such payment is prohibited by Article 10; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days5,000,000; (v) certain events of bankruptcy, insolvency or reorganization of with respect to the Company or any Restricted Subsidiaryand the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment 5,000,000 or decree is not discharged, waived its foreign currency equivalent against the Company or stayed within 60 days after entry of such judgment or decreea Significant Subsidiary; and (vii) a Subsidiary Guaranty ceasing to be in full force and effect (other than in accordance with its terms). If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal principal, premium, if any, or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 6 or 7 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, other wise; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure by to pay within any grace period after final maturity) of other Indebtedness of the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid so unpaid) exceeds (Pounds)7,500,000 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 Indebtedness is not paid in 30 daysits foreign currency equivalent; (v) certain events of bankruptcy or insolvency with respect to the Company and its Subsidiaries; and (vi) certain judgments or decrees for the payment of money in excess of (Pounds) 7,500,000 or its foreign currency equivalent against the Company or a Subsidiary. If an Event of Default (other than a Default relating to certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and (viCompany) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities then outstanding may declare the principal of and accrued but unpaid interest on all the Securities to be due and payablepayable immediately. Certain events of bankruptcy bankruptcy, insolvency, or insolvency reorganization are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold with hold from 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 the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i) default for 30 days defaults in any payment of interest on any Note when the Securitiessame becomes due and payable, continued for [30] days; (ii) default in payment of principal or premium, if any, on any Security when due the Notes at its Stated Maturitymaturity, upon optional redemption, upon required repurchaseredemption pursuant to Section 5 of the Notes, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Notes when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Guarantor to comply with other agreements in the Indenture or the SecuritiesNotes, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company, any Guarantor or acceleration by any Subsidiary if the Holders thereof because of a default and the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds [$5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10.0] million; (v) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of any Guarantor and the Company or any Restricted SubsidiarySubsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of [$5.0 10.0] million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (vii) certain defaults with respect to Guaranties and Collateral Documents. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% [33.33%] in principal amount of the Securities Notes then outstanding may declare all the Securities Notes to be due and payablepayable by notice in writing to the Company and the Trustee, and upon such declaration, the Notes will be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities Notes being due and payable immediately upon the occurrence of such Events of Default. Securityholders Noteholders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities Notes unless it receives reasonable indemnity or securitysecurity against any loss, liability or expense. Subject to certain limitations, Holders of a majority in principal amount of the Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Noteholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, (iii) or failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenturepurchase Securities when required; (iviii) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure by to pay within any grace period after final maturity) of other Indebtedness of the Company or any Restricted Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10 million; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Subsidiaryand the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10 million, if ; and (vii) any denial or disaffirmation of obligations by a Subsidiary Guarantor that is a Significant Subsidiary or any Subsidiary Guarantee by such judgment or decree a Subsidiary Guarantor is not discharged, waived in full force or stayed within 60 days after entry is unenforceable (other than in accordance with the terms of such judgment or decreethe Subsidiary Guarantee). If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities; (iib) default in payment of principal or premium, if any, on any Security when due the Securities at its their Stated Maturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise, (iii) or failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 redeem or Article 5 of the Indenturepurchase Securities when required; (ivc) failure by the Company to comply with other 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 any Subsidiary Guarantor to comply with any of its agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (ivf) certain accelerations (including failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or acceleration by the Holders thereof because of a default and any Significant Subsidiary if the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days36,000,000; (vg) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of the Company a Subsidiary Guarantor or any Restricted Significant Subsidiary; and (vih) the rendering of any certain judgments or decrees entered against the Company Company, a Subsidiary Guarantor or any Restricted Significant Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree36,000,000; and (i) certain defaults with respect to Subsidiary Guarantees. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the SecuritiesNotes; (iib) default in payment of principal or premium, if any, on any Security when due the Notes at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Notes, upon required repurchase, upon declaration acceleration or otherwise, or failure by the Issuer to purchase Notes when required; (iiic) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 Issuer or Article 5 of the Indenture; (iv) failure by the Company any Guarantor to comply with other agreements in the Indenture or the SecuritiesNotes, for 60 days after noticein certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity maturity) of other Indebtedness of the Issuer, any Guarantor or acceleration by any Significant Subsidiary if the Holders thereof because of a default and the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days25 million; (ve) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company Issuer or any Restricted Significant Subsidiary; and (vif) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 25 million, if ; and (g) any such judgment Guarantee of any Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms thereof) or decree is not discharged, waived any Guarantor denies or stayed within 60 days after entry of such judgment or decreedisaffirms its obligations under its Guarantee. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding Notes may declare all the Securities Notes to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which that will result in the Securities Notes being due and payable immediately upon the occurrence of such Events of Default. Securityholders Noteholders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the 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 Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Noteholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events An Event of Default include (i) default for 30 days in payment of interest on the Securities; (ii) includes: default in the payment of principal or premium, if any, on any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (iii) failure by the Company to comply or the Guarantor of accrued and unpaid interest (including any Additional Interest) on the Securities which has continued for 30 days after notice with Sections 4.3days, 4.4, 4.6 whether or Article 5 not such payment shall be prohibited by the subordination provisions of the Indenture; (iv) failure default by the Company or the Guarantor in the payment of principal of the Securities or in the payment of any amount due on the Guarantee when due and payable, whether or not such payment shall be prohibited by the subordination provisions of the Indenture; default by the Company or the Guarantor in the payment of the Redemption Price to be paid upon a redemption at the option of the Company pursuant to Section 5 of this Security or the Purchase Price or Change of Control Purchase Price to be paid upon a redemption at the option of the Holder pursuant to Section 6 of this Security, whether or not such payment shall be prohibited by the subordination provisions of the Indenture; failure by either Obligor for 90 days after certain notice to it to comply with any of its other agreements in the Indenture or the Securities, for 60 days after noticeIndenture; (iv) failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of 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 Indebtedness is not paid in 30 days; (v) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money Indebtedness of either Obligor if such payment exceeds $50,000,000 and such default results in acceleration of such indebtedness; acceleration of payments with respect to Indebtedness of either Obligor in excess of $5.0 million, if any such judgment 50,000,000; the Guarantee being held unenforceable or decree is not discharged, waived invalid or stayed within 60 days after entry ceasing to be in full force and effect; and certain events of such judgment bankruptcy or decreeinsolvency with respect to either Obligor. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the principal of and accrued and unpaid interest on the Securities to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being immediately due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives reasonable indemnity or securitySecurities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default default (except a Default default in the payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the interest of the HoldersTrustee.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, ; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Restricted Subsidiary to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure by to pay within any grace period after payment is due) of other indebtedness of the Company or any its Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity Subsidiaries if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 10.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 daysUS Dollar Equivalent; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Subsidiary; and (vi) the rendering seizure, compulsory acquisition, expropriation or nationalization of material assets of the Company or its Subsidiaries; (vii) the failure of any Subsidiary Guarantee to be in full force or the denial or disaffirmation by any Subsidiary Guarantor of its obligation under the Indenture or Guarantee; and (viii) certain final, non-appealable judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment 10.0 million or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreethe US Dollar Equivalent. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately (including all Additional Amounts thereon). Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include include: (ia) default for 30 days in payment of interest on the Securities; (iib) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to Section 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Subsidiary Guarantor that is a Significant Subsidiary to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure by to pay within any grace period after final maturity) of other Indebtedness of the Company if the amount accelerated (or so unpaid) exceeds $75.0 million; (e) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of Guarantor that is 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 Indebtedness is not paid in 30 daysSignificant Subsidiary; (vf) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 75.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (g) certain defaults with respect to Subsidiary Guarantees. If an Event of Default occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the Securities then outstanding by notice to the Company and the Trustee, may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will shall result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the SecuritiesSecurities when due; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Subsidiary Guarantors to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure by to pay within any grace period after final maturity) of other Indebtedness of the Company or any Restricted Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10 million; (v) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of a Subsidiary Guarantor and the Company or any Restricted SubsidiarySignificant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess money, the portion of which not covered by insurance exceed $5.0 10 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in not opposed to the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company, Parent or acceleration by any Significant Subsidiary if the Holders thereof because of a default and the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days20.0 million; (v) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of Parent and the Company or any Restricted SubsidiarySignificant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 20.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (vii) certain defaults with respect to the Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in not opposed to the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities; (iib) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, or failure by the Company to purchase Securities when required; (iiic) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity maturity) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days15.0 million; (ve) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of the Company or any Restricted SubsidiarySubsidiary Guarantors and the Significant Subsidiaries; and (vif) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 15.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; (g) certain defaults with respect to Subsidiary Guaranties and (h) certain defaults relating to the Collateral under the Security Documents. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3Company, 4.4, 4.6 Parent or Article 5 of the Indenture; (iv) failure by the Company any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company, Parent or acceleration by any Significant Subsidiary if the Holders thereof because of a default and the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days12.0 million; (v) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of Parent and the Company or any Restricted SubsidiarySignificant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 12.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in not opposed to the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events If an Event of Default include (i) default for 30 days in payment of interest on with respect to the Securities; (ii) default in payment of principal or premium, if any, on any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after notice; (iv) failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because securities of a default series issued pursuant to the Fourth Supplemental Indenture occurs 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 Indebtedness is not paid in 30 days; continuing (v) other than certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuingCompany), the Trustee or the Holders holders of at least 25% in aggregate principal amount of the Securities of such series then outstanding Outstanding, by notice in writing to the Company (and to the Trustee if notice is given by such holders), may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. In the case of certain events of bankruptcy, insolvency or reorganization of the Company, the principal and accrued and unpaid interest, if any, on all the outstanding Securities to will become and be immediately due and payable. Certain events Subject to the terms of bankruptcy or insolvency are Events the Indenture, if an Event of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce under the Indenture shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Securities except as provided Indenture at the request or direction of any of the holders, unless such holders have offered the Trustee indemnity satisfactory to it. Upon satisfaction of certain conditions set forth in the Indenture. The Trustee may refuse to enforce , the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders holders of a majority in principal amount of the Securities may Outstanding securities of a series issued pursuant to the Fourth Supplemental Indenture will have the right to direct the Trustee in its exercise time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or powerpower conferred on the Trustee, with respect to the securities of such series. The Trustee may withhold from Securityholders notice For the avoidance of any continuing Default (except a Default doubt and notwithstanding anything to the contrary in payment of principal or interestthis Security and the Base Indenture, including Section 6.05(a) if it determines that withholding notice is in the interest of the HoldersBase Indenture, the Make-Whole Premium will not be due, or available as a remedy, in connection with (1) any Event of Default or (2) any acceleration (other than an acceleration in respect of an Event of Default for failing to pay the Optional Redemption Price (and any accrued and unpaid interest to, but not including the related Optional Redemption Date) when due following the Company’s voluntary election, if any, to redeem a Security in accordance with the provisions of the Indenture to the extent any Make-Whole Premium is due in connection therewith), whether by reason of a voluntary, involuntary, or automatic acceleration of all, or any portion of, the Securities.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, Principal on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, ; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other indebtedness of the Company, the Guarantor or acceleration by the Holders thereof because of a default and Company's Restricted Subsidiaries if the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10.0 million; (v) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of the Company Guarantor or any Restricted Significant Subsidiary; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million10.0 million against the Company, if the Guarantor or any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreeSignificant Subsidiary. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holdersnot opposed to their interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, (iii) or failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 redeem or Article 5 of the Indenturepurchase Securities when required; (iviii) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days25.0 million; (v) certain events of bankruptcy, bankruptcy or insolvency or reorganization of with respect to the Company or any Restricted Subsidiaryand the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 25.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise, or failure by the Company and the Guarantors to redeem or purchase Securities when required; (iii) failure by the Company or the Guarantors to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 the provisions of Section 5.01 of the Indenture; (iv) failure by the Company, the Parent Guarantor or any Restricted Subsidiary to comply with certain other sections of the Indenture; (v) failure by the Company or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (ivvi) certain accelerations (including failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity maturity) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default so unpaid) exceeds $10 million 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 Indebtedness is not paid in 30 continues for 10 days; (vvii) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of the Company any Guarantor or any Restricted Foreign Significant Subsidiary; and (viviii) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10 million, if ; and (ix) the Parent Guarantee or any such judgment Subsidiary Guarantee is held to be unenforceable or decree is not discharged, waived invalid or stayed within 60 days after entry of such judgment or decreeceases to be in full force and effect. If an Event of Default (other than certain Events of Default specified in (vii) above) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may may, by notice to the Company and, in the case of such Holders, to the Trustee, declare all the principal amount of and accrued interest on the Securities to be due and payable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events Event of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities; (iib) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity maturity) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10.0 million; (ve) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of the Company or any Restricted SubsidiarySubsidiary Guarantors and the Significant Subsidiaries; and (vif) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; (g) certain defaults with respect to Subsidiary Guarantees; and (h) certain defaults relating to the Collateral under the Security Documents. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities; (iib) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to Section 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity maturity) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days75 million; (ve) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of the Company or any Restricted SubsidiarySubsidiary Guarantors and the Significant Subsidiaries; and (vif) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 75 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (g) certain defaults with respect to Subsidiary Guarantees. If an Event of Default occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the Securities then outstanding by notice to the Company and the Trustee, may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will shall result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the SecuritiesNotes; (ii) default in payment of principal principal, or premium, if any, on any Security when due the Notes at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration redemption or otherwise, ; (iii) failure by the Company or any Subsidiary Guarantor to comply for 30 days after with any covenant or agreement in the Indenture or the Notes, subject to notice with Sections 4.3, 4.4, 4.6 or Article 5 and lapse of the Indenturetime; (iv) failure by the Company to comply with other agreements in the Indenture or the Securitiesmake any payment at maturity, for 60 days after notice; (iv) failure by the Company or any Restricted Subsidiary to pay any Indebtedness within including any applicable grace period after final maturity or acceleration by the Holders thereof because period, in respect of 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 Indebtedness is not paid in 30 days; (v) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and of its Subsidiaries (vi) other than Indebtedness of the rendering Company or of any judgments or decrees against of its Subsidiaries owing to the Company or any Restricted Subsidiary for the payment of money its Subsidiaries) with an aggregate principal amount then outstanding in excess of $5.0 million35,000,000, if subject to certain conditions; (v) default in respect of other Indebtedness of the Company or any such judgment of its Subsidiaries (other than Indebtedness of the Company or decree is not dischargedof any of its Subsidiaries owing to the Company or any of its Subsidiaries) in an amount in excess of $35,000,000, waived or stayed within 60 days after entry which results in the acceleration of such judgment Indebtedness, subject to certain conditions; (vi) certain events of bankruptcy or decreeinsolvency involving the Company or any Subsidiary Guarantor; and (vii) the Guarantee of any Subsidiary Guarantor ceases to be in full force an effect during its term or any Subsidiary Guarantor denies or disaffirms in writing its obligations under the Indenture or its Guarantee, other than in connection with the termination of such Guarantee pursuant to the provisions of the Indenture. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes may declare all the Securities Notes to be due and payablepayable immediately. Certain events of bankruptcy or insolvency involving the Company are Events of Default which will result in the Securities Notes being due and payable immediately upon the occurrence of such Events of Default. Securityholders Noteholders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the 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 Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Noteholders 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 the interest of the Holdersnot opposed to their interest.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities; (iib) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to Section 5 hereof, upon required repurchaseSpecial Mandatory Redemption pursuant to Section 6 hereof, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity maturity) of other Indebtedness of the Company if the amount accelerated (or acceleration by the Holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days150 million; (ve) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of the Company or any Restricted SubsidiarySubsidiary Guarantors and the Significant Subsidiaries; and (vif) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 150 million; (g) subject to certain exceptions set forth in the Indenture, if any such judgment the Liens created by the Securities Documents fail to constitute a valid and perfected Lien on an aggregate amount of the Collateral equal to $100 million or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decreemore intended to be covered thereby; and (h) certain defaults with respect to Subsidiary Guarantees. If an Event of Default occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 2530% in principal amount of the Securities then outstanding by notice to the Company and the Trustee, may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will shall result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in not opposed to the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i) default for 30 days by the Company in the payment of any interest on upon any Note and the Securitiescontinuance of such default for 60 days; (ii) default by the Company in the payment of principal of or premium, if any, any premium on any Security Note when due at its Stated Maturity, upon optional on redemption, upon required repurchase, upon by declaration or otherwise, and the continuance of such default for three Business Days; (iii) failure default by the Company to comply or NiSource Inc. in the performance of or breach of any covenant or warranty in the Indenture and continuance of such default for 30 90 days after written notice with Sections 4.3to the Company or NiSource Inc. from the Trustee or to the Company, 4.4, 4.6 or Article 5 NiSource Inc. and the Trustee from the Holders of at least 33% in principal amount of the IndentureOutstanding Notes; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after notice; (iv) failure default by the Company or NiSource Capital Markets, Inc. under any Restricted Subsidiary 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 any Indebtedness within any applicable grace period after final maturity in excess of $50,000,000 of the principal or acceleration by the Holders thereof because of a default interest when due and the total amount of such Indebtedness unpaid or accelerated exceeds $5.0 million and in either casepayable, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 dayssubject to certain cure rights; (v) the guarantee by NiSource Inc. ceases to be in full force and effect or is disaffirmed or denied (other than according to its terms), or is found to be unenforceable or invalid; or (vi) certain events of bankruptcy, insolvency or reorganization of the Company Company, NiSource Capital Markets, Inc. or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. NiSource Inc. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 2533% in principal amount of the Securities then outstanding Notes may declare all the Securities Notes to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities Notes being due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the 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 Securities Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from 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 the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (iii) failure by the Company to comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, for 60 days after notice; (iv) failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of 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 Indebtedness is not paid in 30 days; (v) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Original Principal Amount of the Securities then outstanding at the time outstanding, may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount aggregate Original Principal Amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of principal amounts specified in clause (i) or interest(ii) of Section 4.01 of the Indenture) if it determines that withholding notice is in their interests. YIELD RESET AND REMARKETING. If a Remarketing Reset Event occurs, then following the applicable Remarketing Reset Event Date, the Company will not pay regular cash interest or Contingent Interest on the Securities; the Securities will no longer be convertible into Common Stock; the right of the Holder to require the Company to purchase Securities on a Purchase Date or upon a Change in Control shall cease; and the yield on the Securities will be reset on such Remarketing Reset Event Date and each Remarketing Reset Date thereafter. On each Remarketing Reset Date, the yield on the Securities shall be reset to the Reset Yield and the Securities shall be remarketed at the option of the Holder, as provided in Article 15 of the Indenture. If a Failed Remarketing occurs on any Remarketing Reset Date, each Holder of Securities will have the right to require the Company to purchase all or a portion of its Securities on such Remarketing Reset Date for cash. The Company shall purchase such Securities at a purchase price equal to 100% of the Accreted Principal Amount thereof as of the applicable Remarketing Reset Date, plus accrued and unpaid interest (including Contingent Interest and Liquidated Damages, if any) to, but excluding such Remarketing Reset Date as provided in the Indenture. If Holders of less than $50 million aggregate Original Principal Amount of Securities elect pursuant to the Indenture to have their Securities remarketed on any Remarketing Reset Date, there will not be a remarketing and such Holders, but only such Holders, will have the right to require the Company to purchase all or a portion of its Securities on such Remarketing Reset Date for cash. The Company shall purchase such Securities at a purchase price equal to 100% of the Accreted Principal Amount thereof as of the applicable Remarketing Reset Date, plus accrued and unpaid interest (including Contingent Interest and Liquidated Damages, if any) to, but excluding such Remarketing Reset Date as provided in the Indenture.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due the Securities at its Stated Maturitymaturity, upon optional redemptionredemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply for 30 days after notice with Sections 4.3Company, 4.4, 4.6 Parent or Article 5 of the Indenture; (iv) failure by the Company any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, for 60 days after noticein certain cases subject to notice and lapse of time; (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) of other Indebtedness of the Company, Parent (so long as the Existing Contingent Notes have not been satisfied in full and cash remains in the Contingent Note Reserve), any Subsidiary Guarantor or acceleration by any Significant Subsidiary if the Holders thereof because of a default and the total amount of such Indebtedness unpaid accelerated (or accelerated so unpaid) exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days10.0 million; (v) certain events of bankruptcybankruptcy or insolvency with respect to the Company, insolvency or reorganization of Parent (so long as the Company or any Restricted SubsidiaryExisting Contingent Notes have not been satisfied in full and cash remains in the Contingent Note Reserve) and the Significant Subsidiaries; and (vi) the rendering of any certain judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5.0 10.0 million, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree; and (vii) certain defaults with respect to the Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in not opposed to the interest of the Holders.