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 when the same becomes due and payable; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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 their interest.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable any Security at maturityits Stated Maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchaseor failure by the Company to redeem or purchase, upon declaration declaration, acceleration or otherwise, Securities when required; (iii) failure by the Company or any Note Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration 20,000,000 or failure to pay is not rescinded or cured within a 10-day periodits foreign currency equivalent; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company or any Significant Subsidiaryand its Restricted Subsidiaries; (vi) certain final, non-appealable judgments or decrees not covered by insurance for the payment of money in excess of $5 million15,000,000 or its foreign currency equivalent against the Company or a Restricted Subsidiary; and (vii) the failure of any Subsidiary a Note Guarantee ceasing to be in full force and effect (other than in accordance with its terms) or the denial any Note Guarantor denies or disaffirmation by any Subsidiary Guarantor of disaffirms its obligations under the Indenture or the Securities in certain casesany Note Guarantee and such Default continues for 10 days. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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, premium, if any, or interest) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interestthe interest of the Holders.

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

Defaults and Remedies. Under the Indenture, Events of Default include: (ia) default for 30 days 5 Business Days in payment of interest on the Securities when the same becomes due and payableSecurities; (iib) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption 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 or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) failure by the Company for 30 days after receiving notice from the Trustee or holders of at least 25% in aggregate principal amount of the Securities to comply with the agreements in the Indenture; (e) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company or and its Subsidiaries Restricted Subsidiaries), would constitute a Significant Subsidiary, if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period10.0 million; (vf) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 10.0 million; (g) certain defaults with respect to the Guarantees; (h) certain events of bankruptcy or insolvency with respect to the Company, Significant Subsidiaries and any group of Restricted Subsidiaries that, taken together (vii) as of the failure of any Subsidiary Guarantee to be in full force latest audited consolidated financial statements for the Company and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesRestricted Subsidiaries), would constitute a Significant Subsidiary. 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 may declare all the Securities to 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 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 their interestthe 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 when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities any Security when the same becomes due and payable at maturityits Stated Maturity, upon redemption pursuant to paragraph paragraphs 5 of the Securitiesor 6 above, upon required repurchase, upon declaration acceleration or otherwise, (iii) failure by the Company to comply with Article 5 of the Indenture; (iiiiv) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure by the Company or any Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity) maturity or acceleration by the Holders thereof because of other a default and the total amount of such Indebtedness of the Company unpaid or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period5.0 million; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the Company or any Significant Subsidiary; and (vi) certain final, non-appealable the rendering of any judgments or decrees for the payment of money in excess of $5 5.0 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. 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 immediatelypayable. 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 their interestthe 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 when the same becomes due and payabledue, continued for 30 days; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchasepurchase, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) or payment default in respect of other Indebtedness of the Company Company, any Subsidiary Guarantor or its Subsidiaries any Significant Subsidiary if the amount accelerated (or so unpaidif the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period15.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company or Company, any Subsidiary Guarantor and the Significant SubsidiarySubsidiaries; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 15.0 million; and (vii) the failure of any certain defaults with respect to Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesGuaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe best 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 when the same becomes due and payabledue; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 or 6 of the Securities, upon required repurchase, upon declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with its obligations under certain covenants, (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries any Significant Subsidiary (other than Limited Recourse Indebtedness) if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period10.0 million; (vvi) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company or any a Significant Subsidiary; (vivii) certain final, non-appealable judgments any judgment or decrees decree for the payment of money in excess of $5 million; 10.0 million is rendered against the Company or a Significant Subsidiary, remains outstanding for a period of 60 days following such judgment or decree and is not discharged, waived or stayed within 10 days after notice or (viiviii) the failure of any a Subsidiary Guarantee Guaranty ceases to be in full force and effect (other than in accordance with the terms of such Subsidiary Guaranty) or the denial or disaffirmation by any a Subsidiary Guarantor of denies or disaffirms its obligations under its Subsidiary Guaranty if such default continues for a period of 10 days after notice thereof to the Indenture or the Securities in certain casesCompany. 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 may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable 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. A default under clauses (iii) (except for the covenants referred to in the preceding sentence), (iv), (vii) or (viii) will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Securities notifies the Company of the default and the Company does not cure such default within the time specified after receipt of such notice. Securityholders may not enforce the Indenture or the 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 their interestthe 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 when the same becomes due and payableSecurities; (iib) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securitiesredemption, upon required repurchasepurchase, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Parent or Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company Parent or its Subsidiaries any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period20 million; (ve) certain events of bankruptcy or insolvency with respect to the Parent, Company or any Significant Subsidiary; (vif) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 20 million; and (viig) certain defaults with respect to Security Guarantees of the failure of Parent or any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesSignificant 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 may declare all the Securities to be due and payable 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 or Event of Default (except a Default or Event of Default in payment of principal or interestinterest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days the Company defaults in the payment of interest the Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price or a Fundamental Change Purchase Price on the Securities when the same becomes due and payable; (ii) default in payment of principal on the Securities any Security when the same becomes due and payable at maturityits Stated Maturity, upon redemption redemption, upon declaration, when due for repurchase by the Company or otherwise, whether or not such payment shall be prohibited by Article 10 of the Indenture; (ii) after exercise of its option pursuant to paragraph 5 Section 12.01 of the SecuritiesIndenture following a Tax Event, the Company defaults in the payment of interest upon required repurchaseany security when such interest becomes due and payable, upon declaration or otherwiseand such default continues for a period of 30 days; (iii) failure by of the Company to perform or comply with other agreements in the Indenture or provisions of Section 11.02 of the SecuritiesIndenture, in certain cases subject to notice and lapse such failure continues for a period of time10 days; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company fails to comply with any of its agreements or its Subsidiaries if covenants in this Security or the amount accelerated Indenture (or so unpaidother than those referred to in clauses (i) exceeds $5 million through (iii) above) and such acceleration or failure to pay is not rescinded or cured within continues for 60 days after receipt by the Company of a 10-day periodNotice of Default; and (v) certain events of bankruptcy or insolvency with respect to as set forth in the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesIndenture. 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 at the time outstanding, may declare all the Securities to be due and payable 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 or Event of Default (except a Default or Event of Default in payment of principal or interestamounts specified in clause (i) and (ii) above) if it determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default include: (i) default for 30 days in payment of interest on the Securities when the same becomes due and payable; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 5.0 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 5.0 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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 their interest.

Defaults and Remedies. Under the Indenture, Events of Default includeunder the Indenture include the following: (i) default for 30 days the period specified in the Indenture in payment of interest interest, if any, on the Securities when the same becomes due and payableSecurities; (ii) default in payment of the principal on the amount of any Securities when the same becomes due and payable (at maturity, upon redemption pursuant to paragraph 5 of the Securitiesacceleration, upon required repurchaseredemption, upon declaration tender for repurchase or otherwise); (iii) failure by the Company to comply with other agreements in specific covenants of the Indenture or of the SecuritiesMortgage within the time periods provided therein, in certain cases subject to notice and lapse discontinuing substantially all of time; (iv) certain accelerations (including its commercial airlines operations, or failure to pay within over amounts required under the Mortgage; failure to comply in any grace period after final maturity) material respect with any of its other agreements contained in the Indenture, the other Operative Documents or the Securities; a representation or warranty of the Company in the Indenture, the other Operative Documents or any Mortgage Supplement or in any certificate of the Company delivered under any such document proves to be untrue in any material respect when made; the occurrence of certain defaults under any Indebtedness of the Company or any of its Significant Subsidiaries if in excess of $10,000,000 in principal amount; the amount accelerated (rendering or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within domestication of final judgments by a 10-day period; (v) certain events court of bankruptcy or insolvency with respect to competent jurisdiction against the Company or any of its Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money Subsidiaries in excess an aggregate amount of $5 million10,000,000 or more which remain undischarged for a period (during which execution is not stayed) of sixty (60) days after the date on which the right to appeal has expired; cessation of effectiveness of Operative Documents without the consent of the Trustee; and (vii) certain events of bankruptcy, insolvency or reorganization. Subject to certain limitations in the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. If Indenture, 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 Securities Outstanding may declare all the Securities to be due and payable immediately. Certain , except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default 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 IndentureIndenture and the Mortgage. Enforcement of the Lien of the Mortgage is limited to an aggregate amount of Obligations not exceeding $24,300,000 and is further restricted due to its second priority status, as more fully set forth in the Mortgage. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the 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 or Event of Default default (except a Default or Event of Default default in payment of principal or interest) if it determines that withholding notice is in their interestinterests. The Company must furnish compliance certificates to the Trustee. The above description of Events of Default and remedies is qualified by reference, and subject in its entirety to the more complete description thereof contained in the Indenture and the other Operative Documents.

Defaults and Remedies. Under the Indenture, Events of Default include: include (ia) default for 30 days in any payment of interest the Principal Amount at Maturity, Issue Price, accrued Original Issue Discount or Redemption Price on the Securities Notes when the same becomes due and payable; (iib) default in payment of principal failure on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 part of the Securities, upon required repurchase, upon declaration Guarantor or otherwise; (iii) failure by the Company Issuer to comply with other agreements in the Indenture Notes or in the SecuritiesIndenture, in certain cases subject to notice and lapse of time; (ivc) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries indebtedness if the amount accelerated (or so unpaid) equals or exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period2% of Consolidated Capitalization of the Guarantor; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (viid) the failure of any Subsidiary Guarantee ceases to be in full force and effect or the denial Guarantor or disaffirmation by any Subsidiary person acting on behalf of the Guarantor of its shall deny or disaffirm the Guarantor's obligations under the Indenture Guarantee; or (e) certain events of bankruptcy or insolvency of the Guarantor or the Securities in certain casesIssuer. If an Event of Default occurs shall have occurred and is be continuing, then, unless the principal amount of all of the Notes shall have previously become due and payable, either the Trustee or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities Notes then Outstanding may declare all the Securities Notes to be immediately due and payable immediatelypayable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being Notes becoming 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 security. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities Notes at the time Outstanding 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 or interestamounts specified in clause (a) above) if it determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default includeunder the Indenture include --------------------- the following: (i) default for 30 days the period specified in the Indenture in payment of interest on on, or Liquidated Damages, if any, with respect to the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal when due on the Securities when the same becomes due and payable at (upon maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration tender for repurchase or otherwise); (iii) failure by the Company to comply with specific covenants or discontinuance by the Company of substantially all of its airline operations; 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 or the Securities, in unless otherwise specified; the occurrence of certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within defaults under any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if any Significant Subsidiary in excess of $15,000,000 in principal amount or under Senior Obligations which continues for thirty (30) days after notice to the amount accelerated (Company; the rendering or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within domestication of final judgments by a 10-day period; (v) certain events court of bankruptcy or insolvency with respect to competent jurisdiction against the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money Subsidiary in excess an aggregate amount of $5 million15,000,000 or more which remain undischarged for a period (during which execution is not stayed) of sixty (60) days after the date on which the right to appeal has expired; cessation of effectiveness of Operative Documents without the consent of the Trustee; and (vii) certain events of bankruptcy, insolvency or reorganization. Subject to certain limitations in the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. If Indenture, 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 Outstanding may declare all the Securities to be due and payable immediately. Certain , except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default 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 or Event of Default default (except a Default or Event of Default default in payment of principal or interest) if it determines that withholding notice is in their interestinterests. The Company must furnish compliance certificates to the Trustee. The above description of Events of Default and remedies is qualified by reference, and subject in its entirety to the more complete description thereof contained in the Indenture.

Defaults and Remedies. Under the Indenture, Events an Event of Default includeoccurs if: (i) default for 30 days the Company defaults in any payment of interest on the Securities on, or Liquidated Damages with respect to, any Security when the same 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 the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration whether or otherwisenot such payment shall be prohibited by Article X of the Indenture; (iii) failure by the Company fails to comply with other covenants and agreements in the Indenture or the SecuritiesIndenture, in certain cases subject to notice and lapse of timeapplicable grace periods as set forth in the Indenture; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness Debt of the Company or its Subsidiaries any Restricted Subsidiary that is a Significant Subsidiary occur if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period15,000,000; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company or and any Restricted Subsidiary which is a Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million15,000,000 against the Company or any Restricted Subsidiary that is a Significant Subsidiary; and (vii) except as is permitted by the failure of Indenture, a Security Guarantee by a Guarantor that is a Significant Subsidiary shall be held in any Subsidiary Guarantee judicial proceeding to be unenforceable or invalid or shall for any reason cease to be in full force and effect or the denial any Guarantor, or disaffirmation by any Subsidiary Guarantor Person acting on behalf of any Guarantor, denies or disaffirms its obligations under the Indenture or the Securities in certain casesits 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 may declare all the Securities to 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 Defaultpayable. 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, premium, if any, or interest) if it and so long as a committee of its trust officers in good faith determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption 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 with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries the Guarantors if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period5.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company or any Company, the Guarantors and the Significant SubsidiarySubsidiaries; (vi) certain final, non-appealable judgments the failure of a Guarantee to be in full force and effect; or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee security interest under the Security Documents to be in full force and effect or the denial declaration of any security interest created or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture purported to be created thereunder as invalid or unenforceable or the Securities assertion by the Company or any Guarantor in certain casesany pleading in any court of competent jurisdiction that any such security interest is invalid or unenforceable. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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 or interest) if it determines in its sole discretion that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include, without limitation: (i) default for 30 days in payment of interest when due on the Securities when the same becomes due and payableSecurities; (ii) default in payment of the principal of or premium, if any, on the Securities when the same becomes due and payable at maturityStated Maturity, upon redemption pursuant to paragraph 5 of the Securitiesoptional redemption, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company or any Subsidiary Guarantor to comply with its obligations under Article IV of the Indenture, (iv) failure by the Company or any Subsidiary Guarantor to comply with certain other provisions or agreements in Exhibit 4.1 the Indenture or and the Securities, subject in certain cases subject to notice and and/or lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee entered into by a Subsidiary Guarantor which is a Significant Subsidiary or group of Subsidiaries that taken together would constitute a Significant Subsidiary, to be in full force and effect (except as contemplated thereby) or the any denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesthereof. 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 payable 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption 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 with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries a Significant Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company or any and the Significant SubsidiarySubsidiaries; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 10.0 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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 their interestthe 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 when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption 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 or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of or payment default in respect other Indebtedness of the Company Company, any Subsidiary Guarantor or its Subsidiaries any Significant Subsidiary if the amount accelerated (or so unpaidif the amount of such Indebtedness with respect to which such a payment is not made after expiration any applicable grace period) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company or Company, any Subsidiary Guarantor and the Significant SubsidiarySubsidiaries; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 10.0 million; and (vii) the failure of any certain defaults with respect to Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesGuaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe 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 when the same becomes due and payable; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. 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 then outstanding, subject to certain limitations, may declare all the Securities to be immediately due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of and interest on all the Securities shall become immediately due and payable immediately. Certain events without any declaration or other act on the part of bankruptcy the Trustee or insolvency are Events any Holders and if such Event of Default which occurs prior to the earlier of (i) the Cash Election Date and (ii) August 15, 2009, the Company will result in thereafter be obligated to pay cash interest on each subsequent Interest Payment Date and the Securities being due will cease to accrete. Under certain circumstances, the Holders of a majority in principal amount at maturity of the outstanding Securities may rescind any such acceleration with respect to the Securities and payable immediately upon the occurrence its consequences. Holders of such Events of Default. Securityholders Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount at maturity of the Securities then outstanding may direct the Trustee in its exercise of any trust or powerpower under the Indenture. The Trustee Holders of a majority in aggregate principal amount at maturity of the Securities then outstanding, by written notice to the Company and the Trustee, may withhold from Securityholders notice rescind any declaration of acceleration and its consequences if the rescission would not conflict with any continuing Default judgment or Event decree, and if all existing Events of Default (have been cured or waived except a Default or Event of Default in payment nonpayment of principal or interest) if it determines interest that withholding notice is in their interesthas become due solely because of the acceleration.

Defaults and Remedies. Under the Indenture, Events of or Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon required 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 with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 20.0 million and such acceleration or failure to pay is not rescinded or cured cured, including by way of repayment, within a 10-10 day period; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 20.0 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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 their interest.

Defaults and Remedies. Under the Indenture, Events of Default include: (i) default for 30 days by the Company in the payment of any interest on upon any Note and the Securities when the same becomes due and payablecontinuance of such default for 60 days; (ii) default by the Company in the payment of principal of or any premium on the Securities any Note when the same becomes due and payable at maturityStated Maturity, upon redemption pursuant to paragraph 5 of the Securitieson 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 with other agreements or NiSource Inc. in the performance of or breach of any covenant or warranty in the Indenture and continuance of such default for 90 days after written notice to the Company or NiSource Inc. from the SecuritiesTrustee or to the Company, NiSource Inc. and the Trustee from the Holders of at least 33% in certain cases subject to notice and lapse principal amount of timethe Outstanding Notes; (iv) certain accelerations (including default by the Company or NiSource Capital Markets, Inc. under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company or NiSource Capital Markets, Inc., or the Company or NiSource Capital Markets, Inc. defaults under any mortgage, indenture or instrument under which there may be issued, secured or evidenced indebtedness constituting a failure to pay within any grace period after final maturity) in excess of other Indebtedness $50,000,000 of the Company principal or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million interest when due and such acceleration or failure payable, subject to pay is not rescinded or cured within a 10-day periodcertain cure rights; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee 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 denial Company, NiSource Capital Markets, Inc. or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. 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 Notes may declare all the Securities Notes to 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 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 or Event of Default default (except a Default or Event of Default default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: (i) include a default for 30 days in any payment of interest on the Securities Notes when the same becomes due and payablepayable and such default continues for a period of 30 days; (ii) a default in the payment of principal on the Securities Notes when the same becomes due and payable payable, at maturityStated Maturity, upon optional redemption pursuant to paragraph 5 of the Securities, upon or required repurchase, upon declaration of acceleration or otherwise; (iii) the failure by the Company to comply with its obligations under Section 5.01 of the Indenture; the failure by the Company or any Restricted Subsidiary to comply with any of its obligations under Section 4.05 or 4.06 of the Indenture for 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes; the failure by the Company or any Restricted Subsidiary to comply with its other agreements contained in the Indenture for 60 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Securities, in certain cases subject to notice and lapse Holders of timeat least 25% of the outstanding principal amount of the Notes; (iv) certain accelerations (including the failure by the Company or any Restricted Subsidiary to pay any Indebtedness (other than Indebtedness owing to the Company or a Restricted Subsidiary) within any applicable grace period after final maturity) maturity or the acceleration of other any such Indebtedness by the holders thereof because of a default if the Company total amount of such Indebtedness unpaid or accelerated exceeds $200.0 million or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day periodforeign currency equivalent; (v) certain events of bankruptcy or insolvency bankruptcy, as set forth in the Indenture, with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. 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 immediatelyimmediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or insolvency are Events any of Default which its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will result in the 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 Indenture and the Trust Indenture or the Securities unless it receives reasonable indemnity or securityAct. 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 Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may withhold from Securityholders notice may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default (except 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 in payment or Event of principal or interest) if it determines that withholding notice is in their interestDefault.

Defaults and Remedies. Under the Indenture, Events of Default include: include (ia) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (iib) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption 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 or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period50 million; (ve) certain events of bankruptcy or insolvency with respect to the Company or any and the Significant SubsidiarySubsidiaries; (vif) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 50 million; and (viig) the failure of any certain defaults with respect to Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesGuaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days the Company defaults in payment of interest on which becomes payable after the Securities when have been converted to semiannual coupon notes following the same becomes due occurrence of a Tax Event pursuant to Article 10 of the Indenture and payablesuch 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 on the Principal Amount at Maturity (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount), Issue Price plus accrued Original Issue Discount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 (whether or not such payment shall be prohibited by the terms of the Securities, upon required repurchase, upon declaration or otherwiseIndenture); (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within default in the payment of any grace period after final maturity) principal when due or resulting in acceleration of other Indebtedness indebtedness of the Company for borrowed money where the aggregate principal amount with respect to which the default or its Subsidiaries if the amount accelerated (or so unpaid) acceleration has occurred exceeds $5 million 10,000,000, and such acceleration or failure to pay is has not been rescinded or cured annulled within a 10-day periodperiod of 10 days after receipt by the Company of a Notice of Default, subject to notice and lapse of time; and (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesinsolvency. 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 at the time outstanding, may declare all the Securities to be due and payable 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 or Event of Default (except a Default or Event of Default in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableNotes; (ii) default in payment of principal principal, or premium, if any, on the Securities when the same becomes due and payable Notes at maturityits Stated Maturity, upon optional redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company or any Subsidiary Guarantor to comply with other agreements any covenant or agreement in the Indenture or the SecuritiesNotes, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within make any payment at maturity, including any applicable grace period after final maturityperiod, in respect of Indebtedness of the Company or any of its Subsidiaries (other than Indebtedness of the Company or of any of its Subsidiaries owing to the Company or any of its Subsidiaries) with an aggregate principal amount then outstanding in excess of $35,000,000, subject to certain conditions; (v) default in respect of other Indebtedness of the Company or any of its Subsidiaries if (other than Indebtedness of the Company or of any of its Subsidiaries owing to the Company or any of its Subsidiaries) in an amount accelerated (or so unpaid) exceeds in excess of $5 million and 35,000,000, which results in the acceleration of such acceleration or failure Indebtedness, subject to pay is not rescinded or cured within a 10-day periodcertain conditions; (vvi) certain events of bankruptcy or insolvency with respect to involving the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 millionSubsidiary Guarantor; and (vii) the failure Guarantee of any Subsidiary Guarantee Guarantor ceases to be in full force and effect during its term or the denial or disaffirmation by any Subsidiary Guarantor of denies or disaffirms in writing its obligations under the Indenture or its Guarantee, other than in connection with the Securities in certain casestermination 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 Notes may declare all the Securities Notes to be due and payable 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 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 or Event of Default (except a Default or Event of Default in payment of principal principal, premium, if any, or interest) if it in good faith determines that withholding notice is in not opposed to their interest.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest or additional interest on the Securities when the same becomes due and payabledue; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with its obligations under certain covenants; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period75.0 million; (vvi) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company or any a Significant Subsidiary; (vivii) certain final, non-appealable judgments any judgment or decrees decree for the payment of money in excess of $5 million75.0 million is rendered against the Company or a Significant Subsidiary, remains outstanding for a period of 60 days following such judgment or decree and is not discharged, waived or stayed within 10 days after notice; and or (viiviii) the failure of any Subsidiary Guarantee of any Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Subsidiary Guarantee) or the denial is declared null and void and unenforceable or disaffirmation by found to be invalid or any Subsidiary Guarantor denies its liability under its Subsidiary Guarantee (other than by reason of release of a Subsidiary Guarantor from its obligations under Subsidiary Guarantee in accordance with the terms of the Indenture or the Securities in certain casesand such 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 outstanding Securities may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable immediately. Certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization are Events of Default which will shall result in the Securities being due and payable immediately upon the occurrence of such Events of Default. A default under clauses (iv) or (v) shall not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Securities notifies the Company of the default and the Company does not cure such default within the time specified after receipt of such notice. Securityholders may not enforce the Indenture or the 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 their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture and subject to the terms of the Indenture, Events of Default include: (i) default for 30 days in the payment when due of interest on the Securities when the same becomes due and payableNotes, which default continues for 30 consecutive days; (ii) default in payment of the principal of or premium, if any, on the Securities Notes when the same becomes due and payable due, at maturityStated Maturity, upon redemption pursuant to paragraph 5 of the Securitiesoptional redemption, upon required repurchase, upon declaration repurchase or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or the SecuritiesNotes, in certain cases subject to notice and or lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period35 million; (v) certain judgments or decrees for the payment of money in excess of $35 million; (vi) certain defaults with respect to the Notes Guarantees; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities Notes may declare all the Securities Notes to 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 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under If any Event of Default, as defined in the Indenture, Events of Default include: (i) default for 30 days in payment of interest on the Securities when the same becomes due and payable; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. 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 payable immediately. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which insolvency, all outstanding Notes will result in the Securities being become due and payable immediately upon without further action or notice and the occurrence Holders of such Events at least 25% in aggregate principal amount of Defaultthe then outstanding Notes may instruct the Notes Collateral Agent to enforce the Collateral, subject to the provisions of the Indenture and the Collateral Documents. 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 more than 50% of a majority in the principal amount of the Securities then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on the Trustee, subject to the requirements set forth in the Indenture. The Company shall deliver to the Trustee and the Canadian Co-Trustee, at least once in each twelve month period beginning on the date of the Indenture, and within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate regarding compliance with all conditions and covenants under the Indenture and Collateral Documents and, if the Company is not in compliance, the Company must specify any Defaults. So long as any of the Notes are outstanding, the Company will deliver to the Trustee and the Canadian Co-Trustee, forthwith upon becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default. The Trustee may withhold from Securityholders Holders the notice of any continuing Default or Event if, and so long as, the Trustee and the Canadian Co-Trustee determine in good faith that withholding the notice is in the interests of Default (the Holders of the Notes, except a Default or Event of Default in relating to the payment of principal, premium, if any, and interest, if any. The Holders of more than 50% in aggregate principal amount of the then outstanding Notes by written notice to the Trustee, or interest) the Notes Collateral Agent, as applicable, may, on behalf of the Holders of all of the Notes, rescind an acceleration or any instruction to enforce the Collateral, except where such rescission would conflict with any judgment or decree, or waive an existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of interest or premium, if it determines that withholding notice is in their interestany, on, or the principal of, the Notes.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon acceleration, redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, or failure by the Company to redeem or Purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period7,500,000 at the time; (v) certain events of bankruptcy or insolvency with respect to the Company or and any Significant Restricted Subsidiary; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases7,500,000. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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 their interestthe 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 when the same becomes due and payablecontinued for 30 days; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon optional redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company Company, or any Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company Company, any Guarantor or its Subsidiaries any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period10 million; (v) certain events of bankruptcy or insolvency with respect to the Company or Company, any Guarantor and the Significant SubsidiarySubsidiaries; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 10 million; and (vii) the failure of any Subsidiary Guarantee certain defaults with respect to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesGuaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: (i) include a default for 30 days in any payment of interest on the Securities Notes when the same becomes due and payablepayable and such default continues for a period of 30 days; (ii) a default in the payment of principal on the Securities Notes when the same becomes due and payable payable, at maturityStated Maturity, upon optional redemption pursuant to paragraph 5 of the Securities, upon or required repurchase, upon declaration of acceleration or otherwise; (iii) the failure by the Company to comply with its obligations under Section 5.01 of the Indenture; the failure by the Company or any Restricted Subsidiary to comply with any of its obligations under Section 4.05 or 4.06 of the Indenture for 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes; the failure by the Company or any Restricted Subsidiary to comply with its other agreements contained in the Indenture for 60 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Securities, in certain cases subject to notice and lapse Holders of timeat least 25% of the outstanding principal amount of the Notes; (iv) certain accelerations (including the failure by the Company or any Restricted Subsidiary to pay any Indebtedness (other than Indebtedness owing to the Company or a Restricted Subsidiary) within any applicable grace period after final maturity) maturity or the acceleration of other any such Indebtedness by the holders thereof because of a default if the Company total amount of such Indebtedness unpaid or accelerated exceeds $200.0 million or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day periodforeign currency equivalent; (v) certain events of bankruptcy or insolvency bankruptcy, as set forth in the Indenture, with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. 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 immediatelyimmediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or insolvency are Events any of Default which its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will result in the 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 Indenture and the Trust Indenture or the Securities unless it receives reasonable indemnity or securityAct. 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 Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may withhold from Securityholders notice on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default (except 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 in payment or Event of principal or interest) if it determines that withholding notice is in their interestDefault.

Defaults and Remedies. Under the Indenture, Events of or Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon required 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 with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 10.0 million and such acceleration or failure to pay is not rescinded or cured within a 10-10 day period; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 10.0 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. 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 may declare all the Securities to 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 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 their interest.

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

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption 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 with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company or any and the Significant SubsidiarySubsidiaries; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 10.0 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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 their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: include in summary form (i) default for 30 days in the payment of interest on the Securities when the same becomes due and payabledue, continued for 30 days; (ii) default in the payment of principal on of (or premium, if any, on) the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwisedue; (iii) failure by the Company to comply with other agreements certain of the covenants in the Indenture or Indenture, including the SecuritiesChange of Control covenant, in certain cases subject to notice the Asset Sale covenant and lapse of timethe Restrictive Payments covenant; (iv) certain accelerations (including failure to pay within perform any grace period other covenant of the Company or any Guarantor in the Indenture, continued for 30 days after final maturitywritten notice as provided in the Indenture; (v) of other Indebtedness of the Company or its Subsidiaries if any Subsidiary is not paid when due within the applicable grace period, or is accelerated and, in either case, the principal amount accelerated (or so unpaid) of such unpaid Indebtedness exceeds $5 million 10,000,000; (vi) one or more final judgments or orders by a court of competent jurisdiction are entered against the Company or any Subsidiary in an uninsured or unindemnified aggregate amount in excess of $5,000,000 and such acceleration judgments or failure to pay is orders are not rescinded discharged, waived, appealed, stayed, satisfied or cured within bonded for a 10-day periodperiod of 60 consecutive days; (vvii) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to the Company reorganization; or any Significant Subsidiary; (viviii) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary a Guarantee ceases to be in full force and effect (other than in accordance with the terms of the Indenture and such Guarantee) or the denial a Guarantor denies or disaffirmation by any Subsidiary Guarantor of disaffirms its obligations under the Indenture or the Securities in certain casesits 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 may declare all the Securities to 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 security. Subject to certain limitations, Holders of a majority in principal amount at Stated 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 Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders. The Holders of a majority in principal amount at Stated Maturity of the outstanding Securities, by written notice to the Company and the Trustee, may rescind any declaration of acceleration and its consequences if the rescission would not conflict with any judgment or decree, and if all Events of Default have been cured or waived except nonpayment of principal and interest that has become due solely because of the acceleration.

Defaults and Remedies. Under the Indenture, Events of Default 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 any Securities; (ii) default in payment of the Principal Amount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payable; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of default by the Company or its Subsidiaries if in the payment at the final maturity thereof, after the expiration of any applicable grace period, of principal of indebtedness for money borrowed in the principal amount accelerated (then outstanding in excess of $10,000,000, or acceleration of any indebtedness in such principal amount so unpaid) exceeds $5 million that it becomes due and payable prior to the date on which it would otherwise have become due and payable and such acceleration or failure to pay is not rescinded or cured within a 10-day period30 business days after notice to the Company in accordance with the Indenture; (v) certain events a Guarantee by a Guarantor that is a "significant subsidiary" as defined in Item 1-02(w) of bankruptcy Regulation S-X ceases to be or insolvency with respect to is asserted by the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee Guarantor not to be in full force and effect or (other than in accordance with the denial or disaffirmation by any Subsidiary Guarantor terms of its obligations under the Indenture or the Securities in and such Guarantee); and (vi) certain cases. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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 or Event of Default (except a Default or Event of Default in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default details for 30 days in payment of interest on the Securities when the same becomes due and payableDebentures; (ii) default in payment of principal on the Securities when the same becomes due and payable Debentures at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchasehereof, upon declaration or otherwise, or failure by the Company to purchase Debentures when required; (iii) failure by the Company to comply with other agreements in the Indenture or the SecuritiesDebentures, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness Debt of the Company or its Subsidiaries any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period1,000,000; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases1,000,000. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities Debentures may declare all the Securities Debentures to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will shall result in the Securities Debentures being due and payable immediately upon the occurrence of such Events of Default. Securityholders Debentureholders may not enforce the Indenture or the Securities Debentures except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities Debentures unless it its receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities Debentures may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Debentureholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Under the Indenture, Events of Default include, without limitation: (i) default for 30 days in payment of interest when due on the Securities when the same becomes due and payableSecurities; (ii) default in payment of the principal of or premium, if any, on the Securities when the same becomes due and payable at maturityStated Maturity, upon redemption pursuant to paragraph 5 of the Securitiesoptional redemption, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company or any Subsidiary Guarantor to comply with its obligations under Article IV of the Indenture, (iv) failure by the Company or any Subsidiary Guarantor to comply with certain other provisions or agreements in the Indenture or and the Securities, in certain cases subject to notice and lapse of time; (ivv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period50.0 million; (vvi) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vivii) certain final, non-appealable final judgments or decrees for the payment of money in excess of $5 million; 50.0 million and (viiviii) 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, to be in full force and effect (except as contemplated thereby) or the any denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesthereof. 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 payable 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 their interest.

Defaults and Remedies. Under the Indenture, Events of Default include: (ia) default for 30 days in the payment when due of interest on the Securities when the same becomes due and payableNotes; (iib) default in payment when due of principal of or premium, if any, on the Securities when Notes (including the same becomes due and payable at maturity, upon redemption failure to repurchase the Notes pursuant to paragraph 5 a Change of the Securities, upon required repurchase, upon declaration Control Offer or otherwiseAsset Sale Offer); (iiic) failure by the Company Company, any Guarantor or any Significant Subsidiary to comply with Section 5.01 of the Indenture; (d) failure by the Company, any Guarantor or any Significant Subsidiary for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding voting as a single class to comply with certain other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of timeNotes; (ive) default under certain accelerations (including failure other agreements relating to pay within any grace period after final maturity) of other Indebtedness of the Company Company, any Guarantor or any Significant Subsidiary which default results in the acceleration of such Indebtedness prior to its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day periodexpress maturity; (vf) certain final judgments 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; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (viih) except as permitted by the failure of Indenture, any applicable Subsidiary Guarantee or a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or the denial any Guarantor or disaffirmation by a Significant Subsidiary or any Subsidiary Guarantor of Person acting on its behalf shall deny or disaffirm its obligations under the Indenture or the Securities in certain casessuch Guarantor’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 immediatelypayable. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default 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 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 or Event of Default in relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal or premium, if any, on the Securities any Security when the same becomes due and payable at maturityits Stated Maturity, upon redemption pursuant to paragraph 5 of the Securitiesoptional 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; (iiiiv) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of timefor 60 days after notice; (iv) certain accelerations (including failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity) maturity or acceleration by the Holders thereof because of other a default and the total amount of such Indebtedness of the Company unpaid or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 5.0 million and in either case, such acceleration or failure to pay default is not cured or waived and such acceleration, if any, rescinded or cured within a 10-day periodthe Indebtedness is not paid in 30 days; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the Company or any Significant Restricted Subsidiary; and (vi) certain final, non-appealable the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $5 5.0 million; and (vii) the failure , if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of any Subsidiary Guarantee to be in full force and effect such judgment or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesdecree. 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 immediatelypayable. 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 their interestthe 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 when the same becomes due and payableSecurities, continued for 30 days; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon optional redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company or any Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company Company, any Guarantor or its Subsidiaries any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period10 million; (v) certain events of bankruptcy or insolvency with respect to the Company or Company, any Guarantor and the Significant SubsidiarySubsidiaries; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 10 million; and (vii) the failure of any Subsidiary Guarantee certain defaults with respect to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesGuaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe 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 when the same becomes due and payabledue, continued for 30 days; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchasepurchase, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of or payment default in respect other Indebtedness of the Company Company, any Subsidiary Guarantor or its Subsidiaries any Significant Subsidiary if the amount accelerated (or so unpaidif the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period15.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company or Company, any Subsidiary Guarantor and the Significant SubsidiarySubsidiaries; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 15.0 million; and (vii) the failure of any certain defaults with respect to Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesGuaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe best 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 when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption 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 Company, Parent or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company 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 its Subsidiaries any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company or any Company, Parent (so long as the Existing Contingent Notes have not been satisfied in full and cash remains in the Contingent Note Reserve) and the Significant SubsidiarySubsidiaries; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 10.0 million; and (vii) certain defaults with respect to the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesGuaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestnot opposed to 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 when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption 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 Company, Parent or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company Company, Parent, a Subsidiary Guarantor or its Subsidiaries any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period12.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company or any Company, Parent, a Subsidiary Guarantor and the Significant SubsidiarySubsidiaries; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 12.0 million; and (vii) the failure of any certain defaults with respect to Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesGuaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestnot opposed to 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 when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 or 6 of the Securities, upon required repurchasepurchase, upon declaration acceleration or otherwise, or failure by the Company or the Subsidiary Guarantors to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Significant Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period5.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant SubsidiarySubsidiaries; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; 5.0 million and (vii) certain events or defaults with respect to the failure of any Subsidiary Guarantee to be in full force and effect Guarantees or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesSecurity Agreements. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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 their interestthe interest of the Holders.

Defaults and Remedies. Under If any Event of Default, as defined in the Indenture, Events of Default include: (i) default for 30 days in payment of interest on the Securities when the same becomes due and payable; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. 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 payable immediately. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which insolvency, all outstanding Notes will result in the Securities being become due and payable immediately upon without further action or notice and the occurrence Holders of such Events at least 25% in aggregate principal amount of Defaultthe then outstanding Notes may instruct the Collateral Agent to enforce the Collateral, subject to the provisions of the Indenture and the Collateral Documents. 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 more than 50% of a majority in the principal amount of the Securities then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on the Trustee, subject to the requirements set forth in the Indenture. The Company shall deliver to the Trustee and the Canadian Co-Trustee, at least once in each twelve month period beginning on the date of the Indenture, and within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate regarding compliance with all conditions and covenants under the Indenture and Collateral Documents and, if the Company is not in compliance, the Company must specify any Defaults. So long as any of the Notes are outstanding, the Company will deliver to the Trustee and the Canadian Co-Trustee, forthwith upon becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default. The Trustee may withhold from Securityholders Holders the notice of any continuing Default or Event if, and so long as, the Trustee and the Canadian Co-Trustee determine in good faith that withholding the notice is in the interests of Default (the Holders of the Notes, except a Default or Event of Default in relating to the payment of principal, premium, if any, and interest, if any. The Holders of more than 50% in aggregate principal amount of the then outstanding Notes by written notice to the Trustee, or interest) the Collateral Agent, as applicable, may, on behalf of the Holders of all of the Notes, rescind an acceleration or any instruction to enforce the Collateral, except where such rescission would conflict with any judgment or decree, or waive an existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of interest or premium, if it determines that withholding notice is in their interestany, on, or the principal of, the Notes.

Defaults and Remedies. Under the Indenture, Events of Default include: include (ia) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (iib) default in payment of principal principal, or premium, if any, on the Securities when the same becomes due and payable at maturity, upon redemption 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 or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period10.0 million; (ve) certain events of bankruptcy or insolvency with respect to the Company or any Company, the Subsidiary Guarantors and the Significant SubsidiarySubsidiaries; (vif) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 10.0 million; and (viig) the failure of any certain defaults with respect to Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesGuarantees. 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 may declare all the Securities to 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of any interest on any Securities after receipt by the Company of a Notice of Default, (ii) default in payment of the Principal Amount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payable; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of default by the Company in the payment at the final maturity thereof, after the expiration of any applicable grace period, of principal of or its Subsidiaries if interest on indebtedness for money borrowed, other than non- recourse indebtedness, in the principal amount accelerated (then outstanding of $25 million or more, or acceleration of any indebtedness in such principal amount so unpaid) exceeds $5 million that it becomes due and payable prior to the date on which it would otherwise have become due and payable and such acceleration or failure to pay is not rescinded or cured within a 10-day period10 business days after notice to the Company in accordance with the Indenture; and (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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 or Event of Default (except a Default or Event of Default in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default include: include (ia) default for 30 days in payment of any cash interest on (including any interest which becomes payable after the Securities have been converted to notes paying semiannual interest following the occurrence of a Tax Event) or any Contingent Cash Interest and such default continues for 30 days; (b) default in payment of the Principal Amount at Maturity (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount), Issue Price plus accrued Original Issue Discount or cash interest, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payable; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iiic) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within default in the payment of any grace period after final maturity) principal when due or resulting in acceleration of other Indebtedness indebtedness of the Company or its Subsidiaries if any Subsidiary for borrowed money where the aggregate principal amount accelerated (with respect to which the default or so unpaid) acceleration has occurred exceeds $5 million 50,000,000, and such acceleration or failure to pay is has not been rescinded or cured annulled within a 10-day periodperiod of 10 days after receipt by the Company of a Notice of Default, subject to notice and lapse of time; provided, however, that if any such default shall be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to have occurred; (ve) certain events of bankruptcy or insolvency with respect to insolvency; and (f) final unsatisfied judgments not covered by insurance aggregating in excess of $100,000,000 rendered against the Company or any Significant Subsidiary; (vi) certain finalSubsidiary and not stayed, non-appealable judgments bonded or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesdischarged within 60 days. 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 at the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Issue Price plus Original Issue Discount and any accrued and unpaid cash interest or any Contingent Cash Interest (or, if the Securities being have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest) on the Securities 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 or Event of Default (except a Default or Event of Default in payment of principal amounts specified in clause (a) or interest(b) above) if it determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise, or failure by the Company to purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness Debt of the Company or its Subsidiaries any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period1,000,000; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases1,000,000. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 Event of Default. Securityholders may not enforce the Indenture or of 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 their interest.

Defaults and Remedies. Under the Indenture, Events of Default include: , among other things (i) default for 30 days by the Company or the Subsidiary Guarantor in (A) payment of interest on the Principal Amount (or, if the Securities have been converted to semiannual coupon debentures following a Tax Event, the Restated Principal Amount), Issue Price, accrued Original Issue Discount, the Redemption Price, the Put Price or the Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payable; , (iiB) cash interest when due (if such default in payment of principal on any such interest shall continue for 31 days) or (C) the Securities when delivery of shares of Common Stock (including cash in lieu of fractional shares of Common Stock) in accordance with the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 terms of the Securities, Indenture when such are required to be delivered upon required repurchase, upon declaration or otherwiseconversion of a Security (if such default shall continue for 10 days); (iiiii) failure by the Company or the Subsidiary Guarantor to comply with any other agreements in the Indenture or the SecuritiesSecurities upon the receipt by the Company or the Subsidiary Guarantor of notice of such default from the Trustee or Holders of not less than 25% in aggregate Principal Amount of the Securities then Outstanding and the Company's or the Subsidiary Guarantor's failure to cure such default within 90 days after receipt by the Company or the Subsidiary Guarantor of such notice; (iii) default under any bond, debenture, note or other evidence of indebtedness for money borrowed of the Company or the Subsidiary Guarantor having an aggregate outstanding principal amount of in certain cases subject to excess of $15,000,000, which default shall have resulted in such indebtedness being accelerated, without such indebtedness being discharged or such acceleration having been rescinded or annulled within 20 days after receipt of notice thereof by the Company or the Subsidiary Guarantor from the Trustee or the Company, the Subsidiary Guarantor and lapse the Trustee from the Holders of timenot less than 25% in aggregate Principal Amount of the Securities then Outstanding (unless such default has been cured or waived); (iv) certain accelerations (including failure the Security Guarantee ceases to pay within be, or shall be asserted in writing by the Subsidiary Guarantor, or any grace period after final maturity) of other Indebtedness person acting on behalf of the Company Subsidiary Guarantor, not to be in full force and effect (other than by reason of termination of the Indenture or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million release of the Subsidiary Guarantor in accordance with the Indenture); and such acceleration or failure to pay is not rescinded or cured within a 10-day period; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesinsolvency. 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 at the time Outstanding, may by notice to the Company declare the Issue Price of, plus accrued Original Issue Discount and accrued and unpaid cash interest through the date of such declaration on, all the Securities to be immediately due and payable immediatelypayable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Issue Price plus accrued Original Issue Discount and accrued and unpaid cash interest through the occurrence of such Event of Default on the Securities being becoming 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 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 withheld from Securityholders Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interestamounts specified in clause (i) above) if it in good faith determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) if the Securities have been converted to semiannual coupon notes following a Tax Event, default in the payment of interest which default continues for a period of 30 days days; (ii) default in payment of interest on the Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Conversion Payment or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payable; (iiiii) default failure either to deliver the shares of Common Stock or pay cash in payment lieu thereof (together with cash in lieu of principal on fractional shares) in accordance with the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 terms of the Securities, upon Indenture when such shares of Common Stock or cash are required repurchase, upon declaration or otherwiseto be delivered following conversion of a Security and such failure is not remedied for a period of 10 days; (iiiiv) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivv) certain accelerations (including failure to pay within default under any grace period after final maturity) bond, debenture, note or other evidence of other Indebtedness indebtedness for money borrowed of the Company having an aggregate outstanding principal amount of in excess of the greater of (a) $10,000,000 or its Subsidiaries if the amount accelerated (b) 5% of Consolidated Net Assets, which default shall have resulted in such indebtedness being accelerated, without such indebtedness being discharged or so unpaid) exceeds $5 million and such acceleration or failure to pay is not having been rescinded or annulled within ten days after receipt of notice thereof by the Company from the Trustee or the Company and the Trustee from the Holders of not less than 25% in aggregate Principal Amount of the Securities then outstanding (unless such default has been cured within a 10-day periodor waived); or (vvi) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesinsolvency. 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 at the time outstanding, may declare all the Securities to be due and payable 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 Security 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 notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 or 6 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 with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period10 million; (v) certain events of bankruptcy or insolvency with respect to the Company or any and the Significant Subsidiary; Subsidiaries, (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 10 million; and (viiviii) certain events with respect to the failure guarantees of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in by the Parent and certain casesRestricted Subsidiaries of the Company. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe 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 when the same becomes due and payableSecurities; (iib) default in payment of principal or premium on any of the Securities when the same it becomes due and payable payable, whether at stated maturity, upon redemption pursuant to paragraph 5 of the Securitiesredemption, upon required repurchasepurchase, upon declaration of acceleration or otherwise; (iiic) failure by the Company to comply with other agreements and covenants in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period15,000,000; (ve) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vif) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million15,000,000; and (viig) the failure certain defaults with respect to Security Guarantees of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesSignificant 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 may declare all the Securities to be due and payable 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 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 or Event of Default (except a Default or Event of Default in payment of principal or interestinterest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: include (ia) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (iib) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securitiesredemption, 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 Issuer to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company Issuer or its Subsidiaries any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period25.0 million; (ve) certain events of bankruptcy or insolvency with respect to the Company Issuer or any Significant Subsidiary; (vif) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 $ 25.0 million; and (viig) certain defaults with respect to Security Guarantees of the failure of Issuer or any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesSignificant 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 may declare all the Securities to be due and payable 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 or Event of Default (except a Default or Event of Default in payment of principal or interestinterest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: , among other things (i) default for 30 days by the Company in (A) payment of interest on the Principal Amount, Issue Price, accrued Original Issue Discount, the Redemption Price, the Purchase Price or the Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payable; , (iiB) cash interest or interest upon conversion to a semiannual coupon security following a Tax Event, when due (if such default in payment of principal on any such interest shall continue for 31 days) or (C) the Securities when delivery of shares of Common Stock (including cash in lieu of fractional shares of Common Stock), or cash in lieu thereof in accordance with the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 terms of the Securities, Indenture when such are required to be delivered upon required repurchase, upon declaration or otherwiseconversion of a Security (if such default shall continue for 10 days); (iiiii) failure by the Company to comply with any other agreements in the Indenture or the Securities, Securities upon the receipt by the Company of notice of such default from the Trustee or Holders of not less than 25% in certain cases subject to notice aggregate Principal Amount of the Securities then Outstanding and lapse of time; (iv) certain accelerations (including the Company's failure to pay cure such default within any grace period 90 days after final maturity) of other Indebtedness of receipt by the Company or its Subsidiaries if the amount accelerated of such notice; and (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period; (viii) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesinsolvency. 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 at the time outstanding, may by notice to the Company declare the Issue Price of, plus accrued Original Issue Discount and accrued cash interest through the date of such declaration on, all the Securities to be immediately due and payable immediatelypayable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Issue Price plus accrued Original Issue Discount and accrued cash interest through the occurrence of such Event of Default on the Securities being becoming 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 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 withheld from Securityholders Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interestamounts specified in clause (i) above) if it in good faith determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default include: include (ia) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (iib) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 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 or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period75 million; (ve) certain events of bankruptcy or insolvency with respect to the Company or any Company, the Subsidiary Guarantors and the Significant SubsidiarySubsidiaries; (vif) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 75 million; and (viig) the failure of any certain defaults with respect to Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesGuarantees. 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 by notice to the Company and the Trustee, may declare all the Securities to be due and payable 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe 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 when the same becomes due and payableNotes; (ii) default in payment of principal principal, or premium, if any, on the Securities when the same becomes due and payable Notes at maturityits Stated Maturity, upon optional redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company or any Subsidiary Guarantor to comply with other agreements any covenant or agreement in the Indenture or the SecuritiesNotes, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within make any payment at maturity, including any applicable grace period after final maturityperiod, in respect of Indebtedness of the Company or any of its Subsidiaries (other than Indebtedness of the Company or of any of its Subsidiaries owing to the Company or any of its Subsidiaries) with an aggregate principal amount then outstanding in excess of $35,000,000, subject to certain conditions; (v) default in respect of other Indebtedness of the Company or any of its Subsidiaries if (other than Indebtedness of the Company or of any of its Subsidiaries owing to the Company or any of its Subsidiaries) in an amount accelerated (or so unpaid) exceeds in excess of $5 million and 35,000,000, which results in the acceleration of such acceleration or failure Indebtedness, subject to pay is not rescinded or cured within a 10-day periodcertain conditions; (vvi) certain events of bankruptcy or insolvency with respect to involving the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 millionSubsidiary Guarantor; and (vii) the failure Guarantee of any Subsidiary Guarantee Guarantor ceases to be in full force and an effect during its term or the denial or disaffirmation by any Subsidiary Guarantor of denies or disaffirms in writing its obligations under the Indenture or its Guarantee, other than in connection with the Securities in certain casestermination 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 Notes may declare all the Securities Notes to be due and payable 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 not opposed to their interest.

Defaults and Remedies. Under the Indenture, Events of Default include: with respect to the Securities include (i) a default for 30 days in the payment of interest or any Additional Amounts on the Securities Notes when the same becomes due and payable; due, continued for 30 days, (ii) a default in the payment of principal on the Securities of any Security when the same becomes due and payable at maturityeach Scheduled Payment Date, upon redemption pursuant to paragraph 5 of the Securitiesoptional redemption, upon required repurchase, upon declaration or otherwise; , (iii) the failure by the Company or the Issuer to comply with its obligations under Article 5 of the Indenture, (iv) failure by the Company or the Issuer to comply with other covenants and agreements in the Indenture or the SecuritiesIndenture, in certain cases subject to notice and lapse of time; , (ivv) any Change of Control of the Company during certain accelerations time periods, (including vi) Indebtedness of the Company, the Issuer or any Significant Subsidiary, other than the Exchangeable Notes (except the failure of the Issuer or the Company to pay redeem the Exchangeable Notes at their Stated Maturity or to exchange the Exchangeable Notes within 180 days after their Stated Maturity), is not paid within any applicable grace period after final maturity) maturity or is accelerated by the holders thereof because of other a default and the total amount such Indebtedness of the Company unpaid or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period; 5.0 million, (vvii) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the Company Company, the Issuer or any a Significant Subsidiary; , (viviii) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 5.0 million; and , (viiix) the failure of any Subsidiary Guarantee ceases to be in full force and effect (other than in accordance with the terms of the Guarantee) or the denial Company denies or disaffirmation by any Subsidiary Guarantor of disaffirms its obligations under its Guarantee or (x) certain Liens with respect to the Indenture or Collateral cease to have the Securities in certain casesperfection and priority contemplated by 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 may declare all the Securities to 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 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 security. 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 powerpower with respect to the Notes. 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 their the interest of the Holders. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power with respect to the Notes. The Trustee may withold from Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that witholding 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 when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company or the Subsidiary Guarantors to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness indebtedness of the Company Company, the Subsidiary Guarantors or its any of the Company's Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period30 million; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million30 million against the Company or any Significant Subsidiary; and (vii) except as permitted under the failure of any Indenture, a Subsidiary Guarantee ceases to be in full force and effect for 30 days after notice or a Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee; or (viii) except as permitted by the Collateral Documents, the Credit Agreement and the Indenture or any amendment thereto, any of the Collateral Documents ceases to be in full force and effect or ceases to be effective, in all material respects, to create a Lien on the denial or disaffirmation by any Subsidiary Guarantor Collateral in favor of its obligations under the Indenture or the Securities in certain casesSenior Noteholders for 30 days after notice. 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 may declare all the Securities to 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 or Event of Default (except a Default or Event of Default in payment of principal Principal or interest) if it determines that withholding notice is in not opposed to their interest. 13.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchaseredemption, upon declaration or otherwise, or failure by the Company and the Subsidiary Guarantor to redeem or purchase Securities when required; (iii) failure by the Company or the Subsidiary Guarantor to comply with the provisions of Section 5.01 of the Indenture; (iv) failure by the Company or any Subsidiary Guarantor 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, in certain cases subject to notice and lapse of time; (ivvi) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 10 million and such acceleration or failure to pay is not rescinded or cured within a 10-day periodcontinue for 10 days; (vvii) certain events of bankruptcy or insolvency with respect to the Company and any Subsidiary Guarantor or any Foreign Significant Subsidiary; (viviii) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 10 million; (ix) any Subsidiary Guaranty being held unenforceable or invalid or ceasing to be in full force and effect; (viix) the failure Required Redemption not been consummated pursuant to the terms of the Indenture; (xi) the Company breaching any Subsidiary Guarantee provision or otherwise not complying with the Escrow Agreement, or such agreement being held unenforceable, invalid or ceasing for any reason to be in full force and effect or (except as a result of the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casescomplete performance thereof). If an Event of Default (other than an Event 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 may may, by notice to the Company, declare all the principal amount of and accrued interest on the Securities to 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 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: (i) A default for 30 days in payment of interest on the Securities shall occur when the same becomes due and payable; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company Grantee materially fails to comply with program requirements. A default may consist of using Grant Funds other agreements than as authorized by this Agreement, noncompliance with statutory, regulatory, NOFA, or other requirements applicable to this HOPWA award, any other material breach of this Agreement, or any material misrepresentation, which, if known to HUD, would have resulted in the Indenture Grant Funds not being provided. If the Grantee fails to comply with any term of this award, HUD may: Temporarily withhold further payments pending corrective action by the Grantee or the Securities, in certain cases subject to notice and lapse of timeProject Sponsor; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness Disallow all or part of the Company cost of an activity or its Subsidiaries if action not in compliance; Wholly or partly suspend or terminate the current award for the Grantee’s or Project Sponsor’s program; Withhold further awards for the HOPWA program; Reduce or recapture Grant Funds; Require the Grantee to reimburse program accounts with non-Federal funds for the amount accelerated of ineligible costs; or Take other appropriate action, including, but not limited to, any remedial action legally available, such as affirmative litigation seeking declaratory judgment, specific performance, damages, temporary or permanent injunctions and any other available remedies. Nothing in this paragraph shall limit any remedies otherwise available to HUD in the case of a default by the Grantee. No delay or omissions by HUD in exercising any right or remedy available to it under this Agreement shall impair any such right or remedy or constitute a waiver or acquiescence in any Grantee default. The Grant may be terminated for convenience when both parties agree that the continuation of the award would not produce beneficial results. The point of obligation occurs on the dated signature of the Department of Housing and Urban Development representative. This Agreement is hereby executed by the Parties on the dates set forth below their respective signatures, as follows: UNITED STATES OF AMERICA Department of Housing and Urban Development By: The Secretary or HUD designated signatory By: _____________________________________ (or so unpaidSignature) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period; _____________________________________ (vTitle) certain events _____________________________________ (Date) GRANTEE By: ____________________________________ (Authorized signatory) ____________________________________ (Type in name of bankruptcy or insolvency with respect authorized signatory) ­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­ ____________________________________ (Title of authorized signatory) ____________________________________ (Date) The grantee agrees to the Company terms and conditions of this grant agreement. The term of this Agreement shall begin on ______________________(mm/dd/yyyy) and end on ___________________(mm/dd/yyyy), or any Significant Subsidiary; (vi) certain finalthree years from the beginning date of this agreement, non-appealable judgments or decrees for whichever comes first. Notwithstanding the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. If an Event of Default occurs and is continuingforegoing, the Trustee or the Holders term of at least 25% in principal amount of the Securities may declare all the Securities to 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 this Agreement may not enforce begin until the Indenture or the Securities except as provided in the Indentureoriginal grant agreement __________ (insert original grant agreement number) has expired. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or securityterm of performance is acknowledged by HUD. 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 their interest.Initial)

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 6 or 7 of the Securities, upon required repurchase, upon declaration acceleration or otherwiseother wise; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries any Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration (Pounds)7,500,000 or failure to pay is not rescinded or cured within a 10-day periodits foreign currency equivalent; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiaryand its Subsidiaries; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (viiPounds) 7,500,000 or its foreign currency equivalent against the failure of any Subsidiary Guarantee to be in full force and effect Company or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesa Subsidiary. If an Event of Default (other than a Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when (whether or not such payment is prohibited by the same becomes due and payablesubordination provision of the Indenture); (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption 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 or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million 10,000,000 and such acceleration or failure to pay is not rescinded or cured within a 10-day periodcontinues for 10 days after notice; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company or any and the Significant SubsidiarySubsidiaries; (vi) certain final, non-appealable judgments or decrees not covered by insurance for the payment of money in excess of $5 million10,000,000 or its foreign currency equivalent against the Company or a Significant Subsidiary; and (vii) the failure of any a Subsidiary Guarantee Guaranty ceasing or otherwise failing to be in full force and effect or the denial or disaffirmation by (other than in accordance with its terms) and such default continues for 10 days after notice. If any Subsidiary Guarantor of its obligations under certain Events of Default enumerated in the Indenture or the Securities in certain cases. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediatelyimmediately 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe 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 when the same becomes due and payableSecurities; (ii) default in payment of the principal of or premium, if any, on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company or any Significant Subsidiary to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period25.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 25.0 million; and (vii) nonperformance by any Subsidiary Guarantor that is a Significant Subsidiary under a Subsidiary Guarantee or the failure of any Subsidiary Guarantee by a Subsidiary Guarantor which is a Significant Subsidiary to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain caseseffect. 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 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 their interest.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption 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 with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries the Guarantors if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period5.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company or any Company, the Guarantors and the Significant Subsidiary; (vi) certain finalSubsidiaries, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee a Guaranty to be in full force and effect or the denial or disaffirmation by failure of any Subsidiary Guarantor of its obligations security interest under the Indenture Security Documents to be in full force and effect or the Securities declaration of any security interest created or purported to be created thereunder as invalid or unenforceable or the assertion by the Company or any Guarantor in certain casesany pleading in any court of competent jurisdiction that any such security interest is invalid or unenforceable. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe 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 when the same becomes due and payableSecurities; (ii) default in payment of principal Principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company Issuer to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including a failure to pay within any grace period after final maturity) of maturity other Indebtedness indebtedness of the Company or its Subsidiaries Issuer in an amount in excess of $25 million, subject to notice and lapse of time; provided, however, that if any such failure shall cease, then the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure Event of Default by reason thereof shall be deemed likewise to pay is not rescinded or cured within a 10-day periodhave been cured; (v) certain events accelerations of bankruptcy other indebtedness of the Issuer if the amount accelerated exceeds $25 million, subject to notice and lapse of time; provided, however, that if any such default or insolvency with respect acceleration shall be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed likewise to the Company or any Significant Subsidiaryhave been cured; (vi) certain finalexcept as contemplated by the terms of the Indenture, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee ceasing to be in full force and effect or the denial Guarantor denying or disaffirmation by any Subsidiary Guarantor of disaffirming in writing its obligations under the Indenture or the Securities in Guarantee and (vii) certain casesevents of bankruptcy or insolvency involving the Issuer. 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 may declare all the Securities to 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 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 not opposed to their interest.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 or 6 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 with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration 10,000,000 or failure to pay is not rescinded or cured within a 10-day periodits foreign currency equivalent; (v) certain events of bankruptcy or insolvency with respect to the Company or any and the Significant SubsidiarySubsidiaries; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million10,000,000 or its foreign currency equivalent against the Company or a Significant Subsidiary; (vii) failure by any Note Guarantor to comply with its obligations under any Note Guarantee to which such Note Guarantor is a party, after any applicable grace period; and (viiviii) the failure of any Note Guarantee by a Note Guarantor which is a Significant Subsidiary Guarantee to be in full force and effect (except as contemplated by the terms thereof) or the denial or disaffirmation by any Subsidiary such Note Guarantor of its obligations under the Indenture or the Securities in certain casesany Note Guarantee if such Default continues for 10 days. If an Event of Default (other than a Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% a majority in principal amount of the Securities may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: include (ia) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (iib) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securitiesredemption, upon required repurchasepurchase, upon declaration acceleration or otherwise; (iiic) failure by the Company or any Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of Symmetry, the Company Company, any Guarantor or its Subsidiaries any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period10,000,000; (ve) certain events of bankruptcy or insolvency with respect to Symmetry, the Company Company, any Guarantor or any Significant SubsidiarySubsidiaries; (vif) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million10,000,000; (g) certain defaults with respect to Guaranties; and (viih) certain defaults relating to the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations Collateral under the Indenture or the Securities in certain casesSecurity 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 may declare all the Securities to 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 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe 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 when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness indebtedness of the Company or its Subsidiaries any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million 25,000,000, subject to notice and lapse of time; provided, however, that if any such default or acceleration or failure to pay is not shall be cured, waived, rescinded or cured within a 10-day periodannulled, then the Event of Default by reason thereof shall be deemed likewise to have been cured; (v) certain events of bankruptcy a failure to pay, bond or insolvency with respect to the Company or otherwise discharge, within 60 days, any Significant Subsidiary; (vi) certain final, final non-appealable judgments judgment, decree or decrees order of any court or regulatory or administrative agency for the payment of money in excess of $5 million; 25,000,000 and (viivi) certain events of bankruptcy or insolvency involving the failure of Company or any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesRestricted 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 may declare all the Securities to 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 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 not opposed to their interest.

Defaults and Remedies. Under the Indenture, Events of Default 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 Company of a Notice of Default; (ii) default in payment of the Principal Amount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payable; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of default by the Company in the payment at the final maturity thereof, after the expiration of any applicable grace 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 its Subsidiaries if acceleration of any indebtedness in such principal amount so that it becomes due and payable prior to the amount accelerated (or so unpaid) exceeds $5 million date on which it would otherwise have become due and payable and such acceleration or failure to pay is not rescinded or cured within a 10-day period15 business days after notice to the Company in accordance with the Indenture; and (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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 or Event of Default (except a Default or Event of Default in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default include: include (ia) default for 30 thirty (30) days in payment when due of interest on the Securities when the same becomes due and payableSecurities; (iib) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to Section 3.1 of the Indenture and paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iiic) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within at final maturity (giving effect to any applicable grace period after final maturityand any extensions thereof) the principal amount of other any Indebtedness of the Company or its Subsidiaries if any Restricted Subsidiary of the Company (other than a Receivables Entity), or the acceleration of the final maturity of any such Indebtedness, if, in either case, the aggregate principal amount accelerated (or so unpaid) exceeds $5 million and of any such acceleration or Indebtedness, together with the principal amount of any such other Indebtedness in default for failure to pay is not rescinded principal at final maturity or cured within a 10-day periodwhich has been accelerated, aggregates $10 million or more at any time; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vie) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million10 million against the Company or any Significant Subsidiary; (f) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; and (viig) the failure of any Guarantee by a Significant Subsidiary Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or the denial or disaffirmation by any Subsidiary Guarantor of that is a Significant Subsidiary denies or disaffirms its obligations under the Indenture or the Securities in certain casesits 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 may declare all the Securities to 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 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 their interest.

Defaults and Remedies. Under the Indenture, Events of Default include: include (ia) default for 30 days in payment of interest on when due under the Securities and such default continues for 30 days; (b) default in payment of the Principal Amount at Maturity (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount), Issue Price plus accrued Original Issue Discount or cash interest, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payable; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iiic) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within default in the payment of any grace period after final maturity) principal when due or resulting in acceleration of other Indebtedness indebtedness of the Company for borrowed money where the aggregate principal amount with respect to which the default or its Subsidiaries if the amount accelerated (or so unpaid) acceleration has occurred exceeds $5 million 10,000,000, and such acceleration or failure to pay is has not been rescinded or cured annulled within a 10-day periodperiod of 10 days after receipt by the Company of a Notice of Default, subject to notice and lapse of time; and (ve) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesinsolvency. 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 at the time outstanding, may declare all the Securities to be due and payable 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 or Event of Default (except a Default or Event of Default in payment of principal amounts specified in clause (a) or interest(b) above) if it determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 6 or 7 of the Securities, upon required repurchase, upon declaration acceleration or otherwiseother wise; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries any Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration (Pounds)7,500,000 or failure to pay is not rescinded or cured within a 10-day periodits foreign currency equivalent; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiaryand its Subsidiaries; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) Pounds)7,500,000 or its foreign currency equivalent against the failure of any Subsidiary Guarantee to be in full force and effect Company or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesa Subsidiary. If an Event of Default (other than a Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events An Event of Default includeincludes: default in the payment by the Company of accrued and unpaid interest (iincluding any Additional Interest) default for 30 days in payment of 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; default by the Company in the payment of principal of the Securities when the same becomes due and payable, whether or not such payment shall be prohibited by the subordination provisions of the Indenture; (ii) default by the Company in the payment of principal on the Securities when Redemption Price to be paid upon a redemption at the same becomes due and payable at maturity, upon redemption option of the Company pursuant to paragraph Section 5 of this Security or the SecuritiesPurchase 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 required repurchase, upon declaration whether or otherwisenot such payment shall be prohibited by the subordination provisions of the Indenture; (iii) failure by the Company for 90 days after certain notice to it to comply with any of its other covenants or agreements in the Indenture Indenture; the Company defaults in the payment when due, including any applicable grace 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 Securities, in certain cases subject Company defaults with respect to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness indebtedness for borrowed money of the Company or its Subsidiaries if the Company, which default results in acceleration of any such indebtedness which is in an amount accelerated (or so unpaid) exceeds of in excess of $5 million 20,000,000; and such acceleration or failure to pay is not rescinded or cured within a 10-day period; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesSignificant 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 may declare all the principal of and accrued and unpaid interest on the Securities to be immediately due and payable immediatelypayable. 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 or Event of Default default (except a Default or Event of Default default in payment of principal or premium, if any, or interest) if it determines in good faith that withholding notice is in their interestinterests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. Under the Indenture, Events An Event of Default include: is defined in the Indenture as (i) a default for 30 days in the payment of interest on the Securities when the same becomes due and payable; due, continuing for 30 days or more, (ii) a default in the payment of principal on the Securities of any Security when the same becomes due and payable at maturityits Stated Maturity, upon redemption pursuant to paragraph 5 of the Securitiesoptional redemption, upon required repurchase, upon declaration of acceleration or otherwise; , (iii) the failure by the Company to comply with other agreements in the Indenture or the Securities, its obligations in certain cases subject to notice and lapse of time; covenants, (iv) certain accelerations the failure by the Company to comply for 30 days after notice with its other agreements contained in the Indenture, (including failure to pay within any grace period after final maturityv) of other Indebtedness of the Company or its Subsidiaries if any Recourse Subsidiary is not paid within any applicable grace period after maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated (or so unpaid) exceeds $5 million and such (the "cross acceleration or failure to pay is not rescinded or cured within a 10-day period; provision"), (vvi) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the Company or a Recourse Subsidiary (the "bankruptcy provisions") or (vii) any Significant Subsidiary; (vi) certain final, non-appealable judgments judgment or decrees decree for the payment of money in excess of $5 million; million is rendered against the Company or a Recourse Subsidiary, and such judgment is not discharged, waived or stayed within 60 days (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases"judgment default provision"). 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 may declare the principal of and accrued by unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. Certain If an Event of Default relating to certain events of bankruptcy bankruptcy, insolvency or insolvency are Events reorganization of Default which will result in the Company occurs and is continuing, the principal of and interest on all the Securities being will IPSO FACTO become and be immediately due and payable immediately upon without any declaration or other act on the occurrence part of such Events the Trustee or any holders of Defaultthe Securities. Securityholders may not enforce Under certain circumstances, 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 outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Securities pursuant to the optional redemption provisions of the Securities, an equivalent premium shall also become and be immediately due and payable upon the acceleration of the Securities. If any Event of Default occurs prior to November 1, 2000 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Securities prior to such date, then the premium specified in the Indenture shall also become and be immediately due and payable upon the acceleration of the Securities. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of the Securities unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Security may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Security or that would involve the Trustee in its exercise of any trust or powerPersonal liability. The Trustee may withhold from Securityholders notice of any continuing Indenture provides that if a Default or Event of Default (except occurs and is continuing and is known to the Trustee, the Trustee must mail to each Holder of the Securities notice of the Default within 60 days after it occurs. Except in the case of a Default or Event of Default in the payment of principal of or interest) interest on any Security, the Trustee may withhold notice if it and so long as a committee of its trust officers determines that withholding notice is not opposed to the interest of the Holders of the Securities. In addition, the Company is required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default or Event of Default that occurred during the previous year. The Company also is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults or Events of Default, their status and what action the Company is taking or proposes to take in their interestrespect thereof.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days the Company defaults in payment of interest on which becomes payable after the Securities when Notes have been converted to semiannual coupon notes following the same becomes due occurrence of a Tax Event pursuant to Article 10 of the Indenture and payablesuch 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 on the Securities Principal Amount at Maturity (or, if the Notes have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount), Issue Price plus accrued Original Issue Discount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Notes when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 (whether or not such payment shall be prohibited by the terms of the Securities, upon required repurchase, upon declaration or otherwiseIndenture); (iii) failure by the Company to comply with other agreements in the Indenture or the SecuritiesNotes, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within default in the payment of any grace period after final maturity) principal when due or resulting in acceleration of other Indebtedness indebtedness of the Company for borrowed money where the aggregate principal amount with respect to which the default or its Subsidiaries if the amount accelerated (or so unpaid) acceleration has occurred A-1-9 exceeds $5 million 100,000,000, and such acceleration or failure to pay is has not been rescinded or cured annulled within a 10-day periodperiod of 30 days after receipt by the Company of a Notice of Default, subject to notice and lapse of time; and (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesinsolvency. 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 Notes at the time outstanding, may declare all the Securities Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being Notes becoming 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 securitynote reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities Notes at the time outstanding 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 amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events of Default include: with respect to the 2017 Securities include (ia) default for 30 days in payment of interest on the Securities when the same becomes due and payable2017 Securities; (iib) default in payment of principal on the 2017 Securities when the same becomes due and payable at maturity, upon required redemption pursuant to paragraph 5 of the Securities, upon required or repurchase, upon declaration or otherwise; (iiic) 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; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period250 million; (ve) certain events of bankruptcy or insolvency with respect to the Company Company, a Subsidiary Guarantor or any a Significant Subsidiary; (vif) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 250 million; and (viig) the failure of any certain defaults with respect to a Subsidiary Guarantee with respect to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases2017 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 may declare all the 2017 Securities to be due and payable 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 or Event of Default with respect to the 2017 Securities (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders 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 when the same becomes due and payable; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 5.0 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 5.0 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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 their interest. Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company 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.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 or 6 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 with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 10 million and such acceleration or failure continue for 10 days after the required notice to pay is not rescinded or cured within a 10-day periodthe Company; (v) certain events of bankruptcy or insolvency with respect to the Company or and any Significant Restricted Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and 10 million or (vii) the failure revocation, termination or suspension of any Subsidiary Guarantee to be in full force and effect Gaming License of the Company or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in Restricted Subsidiaries subject to certain casesconditions. If an Event of Default (other than an Event of Default specified in (v) above) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may may, by notice to the Company, declare all the principal amount of and accrued interest on the Securities to 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 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: include (ia) default for 30 days in payment of the failure to pay interest on the Securities when the same becomes due and payable; (ii) default in payment of principal on the Securities 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 maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchaseredemption, upon declaration of acceleration or otherwiseotherwise (including the failure to make a payment to purchase Securities tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (iiic) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any applicable grace period periods after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period25,000,000; (ve) certain events of bankruptcy or insolvency with respect to the Company Company, any Guarantor or any Significant Subsidiary; (vif) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million25,000,000; (g) certain defaults with respect to Guarantees; and (viih) the failure of any Subsidiary Guarantee certain defaults with respect to be in full force and effect Collateral or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesSecurity 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 may declare the principal of and accrued interest on all the Securities to 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 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it a committee of its Trust Officers in good faith determines that withholding notice is in their interestnot opposed to the interests 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 when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption 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 with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company or any and the Significant SubsidiarySubsidiaries; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 10.0 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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 their interestthe 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 when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph para graph 5 of the Securities, upon required repurchase, upon declaration or otherwiseotherwise whether or not such payment is prohibited by Article 10; (iii) failure by the Company or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period5,000,000; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company or any and the Significant SubsidiarySubsidiaries; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million5,000,000 or its foreign currency equivalent against the Company or a Significant Subsidiary; and (vii) the failure of any a Subsidiary Guarantee Guaranty ceasing to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of (other than in accordance with its obligations under the Indenture or the Securities in certain casesterms). If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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 or Event of Default (except a Default or Event of Default in payment of principal principal, premium, if any, or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: (i) default for 30 days in the payment when due of interest on the Securities when the same becomes due and payableNotes; (ii) default in the payment of principal on the Securities when the same becomes due and payable (at stated maturity, upon redemption pursuant to paragraph 5 or otherwise) of the Securitiesprincipal of, upon required repurchaseor premium, upon declaration or otherwiseif any, on the Notes; (iii) failure by Regency Energy Partners or any Guarantor to timely consummate repurchase offers under Section 4.10 or 4.15 of the Company Indenture or to comply with Section 10.01 of the Indenture; (iv) failure by Regency Energy Partners for 90 days after notice to comply with Section 4.03 of the Indenture; (v) failure by Regency Energy Partners or any Guarantor for 60 days after written notice to comply with any of the other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of timeIndenture; (ivvi) default under certain other agreements relating to Indebtedness of Regency Energy Partners or any of its Restricted Subsidiaries, which default results in the acceleration of such Indebtedness prior to its express maturity; (vii) certain accelerations (including failure to pay within any grace final judgments for the payment of money that remain undischarged for a period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period60 days; (vviii) certain events of bankruptcy or insolvency with respect to the Company Issuers or any of Regency Energy Partners’ Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (viiix) except as permitted by the failure of Indenture, any Subsidiary Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or the denial any Guarantor or disaffirmation by any Subsidiary Guarantor of Person acting on its behalf denies or disaffirms its obligations under the Indenture or the Securities in certain casessuch Guarantor’s Note Guarantee. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then Outstanding Notes may declare all the Securities Notes to be due and payable immediately. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events insolvency, with respect to Finance Corp., Regency Energy Partners or any Restricted Subsidiary of Default which Regency Energy Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of Regency Energy Partners that, taken together, would constitute a Significant Subsidiary, 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 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 or Event of Default in payment of principal or interest) known to it if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any. The Holders of a majority in aggregate principal amount of the then Outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or 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, if any, on, or the principal of, the Notes. The Issuers and the Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers and the Guarantors are 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 the failure to pay interest on the Securities when the same becomes due and payable; (ii) default in payment of principal on the Securities 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 maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchaseredemption, upon declaration of acceleration or otherwiseotherwise (including the failure to make a payment to purchase Securities tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (iiic) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any applicable grace period periods after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period35,000,000; (ve) certain events of bankruptcy or insolvency with respect to the Company Company, any Guarantor or any Significant Subsidiary; (vif) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million35,000,000; (g) certain defaults with respect to Guarantees; and (viih) certain defaults with respect to Collateral and the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesSecurity 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 may declare the principal of and accrued interest on all the Securities to 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 The Trustee and the Notes Collateral Agent are under no obligation to exercise any of its rights or powers under the Indenture, the Securities, the Guarantees or the Security Documents at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee or the Notes Collateral Agent indemnity or security satisfactory to it against any loss, liability or expense. Subject to all provisions of the Indenture, the Intercreditor Agreement, any Pari Passu Intercreditor and Collateral Agency Agreement or Junior Lien Intercreditor Agreement and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. Holders of the Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Securities may shall also have the right to direct the Trustee in its exercise time, method and place of conducting any trust proceeding for any remedy available to the Notes Collateral Agent or power. The Trustee may withhold from Securityholders notice of exercising any continuing Default right or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestremedy available to the Notes Collateral Agent.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when (whether or not such payment is prohibited by the same becomes due and payablesubordination provision of the Indenture); (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption 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 or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million 5,000,000 and such acceleration or failure to pay is not rescinded or cured within a 10-day periodcontinues for 10 days after notice; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company or any and the Significant SubsidiarySubsidiaries; (vi) certain final, non-appealable judgments or decrees not covered by insurance for the payment of money in excess of $5 million5,000,000 or its foreign currency equivalent against the Company or a Significant Subsidiary; and (vii) the failure of any a Subsidiary Guarantee Guaranty ceasing to be in full force and effect or the denial or disaffirmation by (other than in accordance with its terms) and such default continues for 10 days after notice. If any Subsidiary Guarantor of its obligations under certain Events of Default enumerated in the Indenture or the Securities in certain cases. 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 may declare all the Securities to 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 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 their interestthe 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 when the same becomes due and payableNotes; (iib) default in payment of principal on the Securities when the same becomes due and payable Notes at maturity, upon redemption pursuant to paragraph 5 of the Securitiesredemption, upon required repurchasepurchase, upon declaration acceleration or otherwise; (iiic) failure by the Company to comply with other agreements or covenants in the Indenture or the SecuritiesNotes, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period75 million; (ve) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vif) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 75 million; and (viig) the failure certain defaults with respect to Guarantees of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesSignificant 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 Notes then outstanding may declare all amounts owing under the Securities Notes to be due and payable 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 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 then-outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on the Trustee. The Trustee may withhold from Securityholders Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interestinterest or a Default in complying with Section 5.01 of the Indenture) if it a committee of its trust officers in good faith determines that the withholding of such notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption 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 with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company Company, any Subsidiary Guarantor or its Subsidiaries any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period15 million; (v) certain events of bankruptcy or insolvency with respect to the Company Company, any Subsidiary Guarantor or any Significant Subsidiary; (vi) certain final, non-appealable final judgments or decrees for the payment of money in excess of $5 15 million; and (vii) the failure of any certain defaults with respect to Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesGuaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediatelypayable; PROVIDED, HOWEVER, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (1) five business days after the giving of written notice to the Company and the administrative agent (or similar agent if there is no administrative agent) under the Credit Agreement and (2) the day on which any Bank Indebtedness is accelerated. Certain events of bankruptcy or insolvency are Events of Default 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestnot opposed to the interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: (i) default for 30 days in the payment when due of interest on or Liquidated Damages with respect to the Securities when Notes whether or not prohibited by the same becomes due and payablesubordination provisions of the Indenture; (ii) default in payment when due of principal of or premium, if any, on the Securities when Notes, whether or not prohibited by the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 subordination provisions of the Securities, upon required repurchase, upon declaration or otherwiseIndenture; (iii) failure by the Company to comply with Sections 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.07 or 4.09 of the Indenture for 30 days after notice to comply with such provisions; (v) failure by the Company for 60 days after notice to the Company to comply with certain other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of timeIndenture; (ivvi) default under certain accelerations (including failure other agreements relating to pay within any grace period after final maturity) of other Indebtedness of the Company or which default results in the acceleration of such Indebtedness prior to its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day periodexpress maturity; (vvii) certain final judgments for the payment of money aggregating in excess of $15.0 million that remain undischarged for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary; (viix) certain final, non-appealable judgments failure by the Company or decrees for any of its Subsidiaries to comply with any of the payment terms of money in excess of $5 millionthe Escrow Agreement that are not cured within applicable grace periods; and (viix) the failure of Escrow Agreement or any Subsidiary Guarantee other security document or Lien purported to be in full force and effect granted thereby on the Escrow Account or the denial cash or disaffirmation by Government Securities therein is held in any Subsidiary Guarantor of its obligations under judicial proceeding to be unenforceable or invalid, in whole or in part, or ceases for any reason (other than pursuant to a release that is delivered or becomes effective as set forth in the Indenture or the Securities in certain casesIndenture) to be fully enforceable and perfect. 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 immediatelypayable. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which insolvency, 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, the 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 A1-5 continuing Default or Event of Default (Default, except a Default or Event of Default in relating to the payment of principal or interest) , if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under The Indenture provides that each of the Indenture, Events following events constitutes an Event of Default includewith respect to this Note: (i) default for 30 days in payment of interest on failure to pay the Securities Principal Amount (or if the Notes have been converted to Cash Pay Notes following a Tax Event pursuant to paragraph 9, the Restated Principal Amount), Redemption Price, Purchase Price or Fundamental Change Purchase Price with respect to any Notes when the same becomes due and payable; (ii) default in payment of principal on the Securities when the same such amount becomes due and payable at maturity, upon redemption acceleration, redemption, repurchase or otherwise; (ii) if the Notes have been converted to Cash Pay Notes following a Tax Event pursuant to paragraph 5 9 or Additional Interest is payable pursuant to the Registration Rights Agreement, the Company defaults in the payment of the Securities, upon required repurchase, upon declaration or otherwiseinterest when it becomes due and payable and such default continues for a period of 30 days; (iii) failure by the Company to comply with any of the other agreements or covenants under the Indenture, which failure is not cured within 30 days after notice is given as specified in the Indenture or the Securities, in certain cases subject to notice and lapse of timeIndenture; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee ceases to be in full force and effect or the denial any Guarantor denies or disaffirmation by any Subsidiary Guarantor of disaffirms its obligations under its Guarantee, except, in each case, in connection with a release of a Guarantee in accordance with the Indenture terms of this Indenture; (v) the nonpayment at maturity or other default (beyond any applicable grace period) under any agreement or instrument relating to any other Indebtedness of the Securities Company or any of its Subsidiaries (the unpaid principal amount of which is not less than $40 million), which default results in the acceleration of the maturity of such Indebtedness prior to its stated maturity or occurs at the final maturity thereof; (vi) the entry of any final judgment or orders against the Company or any of its Subsidiaries in excess of $40 million individually or in the aggregate (not covered by insurance) that is not paid, discharged or otherwise stayed (by appeal or otherwise) within 60 days after the entry of such judgments or orders; and (vii) certain casesevents of bankruptcy, insolvency or reorganization of the Company or any Significant 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 hereof may declare all the Securities to be declared due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due manner and payable immediately upon with the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as effect 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 their interest.

Defaults and Remedies. Under the Indenture, Events of Default include: include (ia) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (iib) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securitiesredemption, upon required repurchasepurchase, upon declaration acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Parent or the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company Parent or its Subsidiaries any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period20 million; (ve) certain events of bankruptcy or insolvency with respect to the Parent, the Company or any Significant Subsidiary; (vif) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 20 million; and (viig) certain defaults with respect to Security Guarantees of the failure of Parent or any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesSignificant 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 may declare all the Securities to be due and payable 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 or Event of Default (except a Default or Event of Default in payment of principal or interestinterest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default in the payment of contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 11 hereof which default in either case continues for 30 days days; (ii) default in payment of interest on the Principal Amount at Maturity (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount), Issue Price plus accrued Original Issue Discount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payable; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including a) 89 failure of the Company to pay within make any payment by the end of any applicable grace period after final maturitymaturity of Debt in an amount (taken together with amounts in (b) below) in excess of other Indebtedness $60,000,000, or (b) the acceleration of the Company Debt in an amount (taken together with amounts in (a) above) in excess of $60,000,000 because of a default with respect to such Debt without such Debt having been discharged or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not having been cured, waived, rescinded or cured within a 10-day periodannulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to have occurred; and (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesinsolvency. 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 at the time outstanding, may declare all the Securities to be due and payable 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 or Event of Default (except a Default or Event of Default in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interestinterests.

Defaults and Remedies. Under the Indenture, Events An Event of Default include: (i) is default for 30 days in the payment of interest on the Securities when the same becomes due and payable; (ii) continued for 30 days or more after such payment is due, default in payment of principal of or premium, if any, on the Securities when the same becomes due and payable payable, default in payment of the Purchase Price or Change of Control Purchase Price to be paid upon a repurchase at maturity, upon redemption the option of the Holder pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise6; (iii) failure by the Company for 60 days after certain notice to it to comply with any of its other agreements in the Indenture or Indenture; default in the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) payment of other Indebtedness evidences of indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) such payment exceeds $5 million and such 50,000,000 or acceleration or failure to pay is not rescinded or cured within a 10-day period; (v) certain events of bankruptcy or insolvency payments with respect to indebtedness of the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million50,000,000; and (vii) the failure of any a Subsidiary Guarantee Guaranty to be in full force and effect (other than in accordance with its terms) or the denial or disaffirmation by any a where a Subsidiary Guarantor of denies or disaffirms its obligations under the Indenture its Subsidiary Guaranty; and certain events of bankruptcy or the Securities in certain casesinsolvency. 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 may declare the principal of, and accrued interest on, all the Securities to be due and payable immediately. Certain events Events of bankruptcy or insolvency with respect to the Company 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 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 or Event of Default default (except a Default or Event of Default default in payment of principal or premium, if any, or interest) if it determines that withholding notice is in their interestinterests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. Under the Indenture, Events of Default include: include (ia) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (iib) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securitiesredemption, 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 Issuer to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company Issuer or its Subsidiaries any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period25.0 million; (ve) certain events of bankruptcy or insolvency with respect to the Company Issuer or any Significant Subsidiary; (vif) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 25.0 million; and (viig) certain defaults with respect to Security Guarantees of the failure of Issuer or any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesSignificant 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 may declare all the Securities to be due and payable 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 or Event of Default (except a Default or Event of Default in payment of principal or interestinterest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: (i) default for 30 days by the Company in the payment of any interest on upon any Note and the Securities when the same becomes due and payablecontinuance of such default for 60 days; (ii) default by the Company in the payment of principal of or any premium on the Securities any Note when the same becomes due and payable at maturityMaturity, upon redemption pursuant to paragraph 5 of the Securitieson 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 with other agreements or NiSource Inc. in the performance of or breach of any covenant or warranty in the Indenture and the continuace of such defaiult for 90 days after written notice to the Company or NiSource Inc. from the SecuritiesTrustee or to the Company, in certain cases subject to notice NiSource Inc. and lapse the Trustee from the Holders of timeat least 33% of the Outstanding Notes; (iv) certain accelerations (including default by the Company or NiSource Capital Markets, Inc. under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company or NiSource Capital Markets, Inc., or the Company or NiSource Capital Markets, Inc. defaults under any mortgage, indenture or instrument under which there may be issued, secured or evidenced indebtedness constituting a failure to pay within any grace period after final maturity) in excess of other Indebtedness $50,000,000 of the Company principal or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million interest when due and such acceleration or failure payable, subject to pay is not rescinded or cured within a 10-day periodcertain cure rights; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee 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; (vi) or certain events of bankruptcy, insolvency or reorganization of the denial Company, NiSource Capital Markets, Inc. or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. 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 Notes may declare all the Securities Notes to 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 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 or Event of Default default (except a Default or Event of Default default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableNotes; (ii) default in payment of principal or premium, if any, on the Securities when the same becomes due and payable Notes at maturityits Stated Maturity, upon optional redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company or any Subsidiary Guarantor to comply with other agreements any covenant or agreement in the Indenture or the SecuritiesNotes, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within make any payment at maturity, including any applicable grace period after final maturityperiod, in respect of Indebtedness of the Company or any of its Subsidiaries (other than Indebtedness of the Company or of any of its Subsidiaries owing to the Company or any of its Subsidiaries) with an aggregate principal amount then outstanding in excess of $35,000,000, subject to certain conditions; (v) default in respect of other Indebtedness of the Company or any of its Subsidiaries if (other than Indebtedness of the Company or of any of its Subsidiaries owing to the Company or any of its Subsidiaries) in an amount accelerated (or so unpaid) exceeds in excess of $5 million and 35,000,000, which results in the acceleration of such acceleration or failure Indebtedness, subject to pay is not rescinded or cured within a 10-day periodcertain conditions; (vvi) certain events of bankruptcy or insolvency with respect to involving the Company or any Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 millionSubsidiary Guarantor; and (vii) the failure Guarantee of any Subsidiary Guarantee Guarantor ceases to be in full force and an effect during its term or the denial or disaffirmation by any Subsidiary Guarantor of denies or disaffirms in writing its obligations under the Indenture or its Guarantee, other than in connection with the Securities in certain casestermination 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 Notes may declare all the Securities Notes to be due and payable 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 not opposed to their interest.

Defaults and Remedies. Under the Indenture, Events of Default include: include (ia) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (iib) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 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 or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period10,000,000; (ve) certain events of bankruptcy or insolvency with respect to the Company or any and the Significant SubsidiarySubsidiaries; (vif) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million10,000,000; (g) certain defaults with respect to Subsidiary Guarantees; and (viih) certain defaults relating to the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations Collateral under the Indenture or the Securities in certain casesSecurity 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 may declare all the Securities to be due and payable immediately. In the event of an acceleration that occurs prior to October 15, 2014, an amount will also become due and payable as of the day immediately preceding the day that the Securities were accelerated equal to the premium that would then be payable by the Company if the Company elected to redeem the Securities at its option on such date pursuant to the provisions described in Section 6 above. Certain events of bankruptcy or insolvency are Events of Default 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe 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 when the same becomes due and payableSecurities; (ii) default in payment of principal (or, as the case may be, the Accreted Value) on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period10 million; (v) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 10 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain cases. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to 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 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 their interest.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest on the Securities when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption 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; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 10.0 million and such acceleration or failure to pay is not rescinded or cured within a 10-day periodits foreign currency equivalent; (v) certain events of bankruptcy or insolvency with respect to the Company or any and the Significant SubsidiarySubsidiaries; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect 10.0 million or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain casesforeign 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 may declare all the Securities to 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 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 their interestthe 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 when the same becomes due and payableSecurities; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchaseredemption, 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 with 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, in certain cases subject to notice and lapse of time; (ivvi) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or its Subsidiaries if the amount accelerated (or so unpaid) exceeds $5 10 million and such acceleration or failure to pay is not rescinded or cured within a 10-day periodthe default continues for 10 days; (vvii) certain events of bankruptcy or insolvency with respect to the Company Company, any Guarantor or any Foreign Significant Subsidiary; (viviii) certain final, non-appealable judgments or decrees for the payment of money in excess of $5 10 million; and (viiix) the failure of Parent Guarantee or any Subsidiary Guarantee is held to be unenforceable or is invalid or ceases to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain caseseffect. 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 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 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 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 or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interestthe interest of the Holders.