Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee or the holders of not less than 25% of aggregate principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all accrued interest on all the Debentures to be due and payable immediately. Such declaration may be rescinded by holders of a majority in principal amount of the Debentures if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaults.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee or the holders of not less than 25% of aggregate principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all accrued interest on all the Debentures to be due and payable immediately. Such declaration may be rescinded by holders of a majority in principal amount of the Debentures if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaults.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in Section 6.01(7) or (8) with respect to the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Company, may and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare the all principal of and all accrued interest on all the Debentures Notes to be immediately due and payable immediatelyand such amounts shall become immediately due and payable. Such If an Event of Default specified in Section 6.01(7) or (8) occurs with respect to the Company, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because on the Notes or a default in the observance or performance of any of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires obligations of the Company to file periodic reports with under Article Five of the Trustee as to the absence of defaultsIndenture) if it determines that withholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that the Trustee will --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee or the holders of not less than 25% of aggregate principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all accrued interest on all the Debentures to be due and payable immediately. Such declaration may be rescinded by holders of a majority in principal amount of the Debentures if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaults.

Defaults and Remedies. The Indenture provides that Notes shall have the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event Events of Default (as defined set forth in Section 6.01 of the Indenture. Subject to certain limitations in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee by notice to the Company or the holders Holders of not less than at least 25% of in aggregate principal amount of the Debentures then outstanding, outstanding Notes by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all accrued interest on all the Debentures Notes to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all unpaid principal and interest accrued on the Notes shall become due and payable immediately without further action or notice. Such declaration may be rescinded by holders The Holders of a majority in principal amount of the Debentures Notes then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured . Holders may not enforce the Indenture or waived and if the rescission would not conflict with Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes issued under the Indenture may direct the Trustee in its exercise of any judgment trust or decreepower. The Indenture requires the Company to file periodic reports with the Trustee as must furnish annually compliance certificates to the absence Trustee. The above description of defaultsEvents of Default and remedies is qualified by reference, and subject in its entirety, to the more complete description thereof contained in the Indenture.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default with respect to the Notes (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except described in the case clause (8) or (9) of Default in the payment of principal of or interest on any Section 6.01 of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, then and in every such case the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), outstanding Notes may declare the principal of the Notes and all any accrued interest on all the Debentures Notes to be due and payable immediately. Such declaration may be rescinded by holders If an Event of a majority Default described in clause (8) or (9) of Section 6.01 of the Indenture occurs with respect to the Company, the principal amount of and any accrued interest on the Debentures if all existing Events Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Trustee security and indemnity satisfactory to the Trustee. Except in the case of a Default or Event of Default (except nonpayment in payment of the principal of, premium, if any, or interest that has become due solely because on any Note (including payments pursuant to a redemption or repurchase of the acceleration) have been cured or waived and if Notes pursuant to the rescission would not conflict with any judgment or decree. The Indenture requires provisions of the Company to file periodic reports with Indenture), the Trustee may withhold the notice if and so long as to the absence board of defaultsdirectors, the executive committee or a trust committee of its directors and/or Responsible Officers in good faith determines that withholding the notice is in the interests of Holders.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in Section 6.01(7) or (8) with respect to the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee Trustee, by written notice to the Issuer, or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes, by written notice in writing to the Company (Issuer and to the Trustee if given by the Debentureholders)Trustee, may may, declare the all principal of and all accrued interest on all the Debentures Notes to be immediately due and payable immediatelyand such amounts shall become immediately due and payable. Such If an Event of Default specified in Section 6.01(7) or (8) occurs with respect to the Company, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because on the Notes or a default in the observance or performance of any of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires obligations of the Company to file periodic reports with under Article Five of the Trustee as to the absence of defaultsIndenture) if it determines that withholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.01(7) or interest on any (8) of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Issuer) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Issuer, may and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare the all principal of and all accrued interest on all the Debentures Notes to be immediately due and payable immediatelyand such amounts shall become immediately due and payable. Such If an Event of Default specified in Section 6.01(7) or (8) of the Indenture occurs with respect to the Issuer, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because on the Notes or a default in the observance or performance of any of the accelerationobligations of the Issuer under Article Five of the Indenture) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultsit determines that withholding notice is in their best interests.

Defaults and Remedies. (a) The Indenture provides that Events of Default relating to the Trustee --------------------- will give Notes are defined in Section 6.01 of the Debentureholders notice Indenture. If any Event of an uncured Default known to it, within 90 days after the occurrence of (other than an Event of Default of the type specified in clause (as defined in vi) or (vii) of Section 6.01(a) of the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default ) occurs and is continuingcontinuing under the Indenture with respect to the Notes, the Trustee or the holders Holders of not less than 2530.0% of in aggregate principal amount of all of the Debentures then outstandingoutstanding Notes may, by notice in writing to the Company (Issuer and to the Trustee if given by Trustee, in either case specifying in such notice the Debentureholders)respective Event of Default and that such notice is a “notice of acceleration”, may declare the principal of principal, premium, if any, interest and all accrued interest any other monetary obligations on all the Debentures then outstanding Notes to be due and payable immediately. Such declaration Upon the effectiveness of such declaration, such principal of and premium, if any, and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (vi) or (vii) of Section 6.01(a) of the Indenture, all outstanding Notes will become due and payable without further action or notice. Holders may be rescinded by holders not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of all the Debentures if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with Notes then outstanding may direct the Trustee as in its exercise of any trust or power with respect to the absence of defaultsNotes.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- ----------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee or the holders of not less than 25% of aggregate principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all accrued interest on all the Debentures to be due and payable immediately. Such declaration may be rescinded by holders of a majority in principal amount of the Debentures if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaults.

Defaults and Remedies. (a) The Indenture provides that Events of Default relating to the Trustee --------------------- will give Notes are defined in Section 6.01 of the Debentureholders notice Indenture. If any Event of an uncured Default known to it, within 90 days after the occurrence of (other than an Event of Default of the type specified in clause (as defined in vi) or (vii) of Section 6.01(a) of the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default ) occurs and is continuingcontinuing under the Indenture, the Trustee or the holders Holders of not less than 2525.0% of in aggregate principal amount of all of the Debentures then outstandingoutstanding Notes may, by notice in writing to the Company (Issuers and to the Trustee if given by Trustee, in either case specifying in such notice the Debentureholders), may respective Event of Default and that such notice is a “notice of acceleration,” declare the principal of principal, premium, if any, interest and all accrued interest any other monetary obligations on all the Debentures then outstanding Notes to be due and payable immediately. Such declaration Upon the effectiveness of such declaration, such principal of and premium, if any, and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (vi) or (vii) of Section 6.01(a) of the Indenture, all outstanding Notes will become due and payable without further action or notice. Holders may be rescinded by holders not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of all the Debentures if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with Notes then outstanding may direct the Trustee as in its exercise of any trust or power with respect to the absence of defaultsNotes.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of If an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except relating to certain bankruptcy or insolvency or similar events as specified in the case of Default in the payment of principal of Section 6.01(7) or interest on any Section 6.01(8) of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Indenture) occurs and is continuing, the Trustee Trustee, if it has received written notice of such Event of Default, or the holders Holders of not less than at least 25% of in aggregate principal amount of the Debentures Notes then outstanding, by written notice in writing to the Company Issuer (and to the Trustee if such notice is given by the DebentureholdersHolders), may may, and the Trustee at the written direction of such Holders shall, declare the principal of of, premium, if any, and all accrued and unpaid interest on all the Debentures Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued and unpaid interest shall be immediately due and payable. If an Event of Default relating to certain bankruptcy or insolvency events as specified in Section 6.01(7) or Section 6.01(8) of the Indenture occurs, the principal of, premium, if any, and accrued and unpaid interest on the Notes then outstanding shall automatically become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Such declaration Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require security and/or indemnity satisfactory to it in its sole discretion before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of at least a majority Majority in aggregate principal amount of the Debentures if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with Notes then outstanding may direct the Trustee as to the absence in its exercise of defaultsremedies.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.01(7) or interest on any (8) of the Debentures Indenture with respect to the Issuer or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Restricted Subsidiary) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Issuer, may declare the all principal of and all accrued interest on all the Debentures Notes to be immediately due and payable immediatelyand such amounts shall become immediately due and payable. Such If an Event of Default specified in Section 6.01(7) or (8) of the Indenture occurs with respect to the Issuer or any Restricted Subsidiary, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may, in writing, direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because or a default in the observance or performance of any of the accelerationobligations of the Issuer under Article 5 of the Indenture) have been cured or waived and if it determines in its sole discretion that withholding notice is in the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultsHolders' best interests.

Defaults and Remedies. The Indenture provides that Events of Default are specified in Indenture. In the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence case of an Event of Default arising under Section 6.01(10) or (as defined in 11) of the Indenture), all outstanding Notes will become due and payable immediately without further action or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on notice. If any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an other Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% of aggregate in principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), outstanding Notes may declare the principal of and all accrued interest on all the Debentures Notes to be due and payable immediately. Such declaration Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Debentures then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal principal, interest or interest premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultswaived.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default specified in clause (as defined in 7) or (8) of Section 6.01 of the Indenture)Indenture with respect to the Company or any Guarantor occurs, all outstanding Notes shall become due and payable without any further action or as soon as practicable after it learns notice. If any other Event of Default (other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case clause (7) or (8) of Default in the payment of principal of or interest on any Section 6.01 of the Debentures Indenture with respect to the Company or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Guarantor) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Company, may and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare the all principal of and all accrued interest on all the Debentures Notes to be immediately due and payable immediatelyand such amounts shall become immediately due and payable. Such declaration Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because on the Notes or a default in the observance or performance of any of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires obligations of the Company to file periodic reports with under Article V of the Trustee as to the absence of defaultsIndenture) if it determines that withholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default with respect to the Notes (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except described in the case clause (8) or (9) of Default in the payment of principal of or interest on any Section 6.01 of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), Notes may declare to be immediately due and payable the principal of the Notes and all any accrued interest on all the Debentures Notes to be due and payable immediately. Such declaration may be rescinded by holders If an Event of a majority Default described in clause (8) or (9) of Section 6.01 of the Indenture occurs with respect to the Company, the principal amount of and any accrued interest on the Debentures if all existing Events Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Trustee security and indemnity satisfactory to the Trustee. Except in the case of a Default or Event of Default (except nonpayment in payment of the principal of, premium, if any, or interest that has become due solely because on any Note (including payments pursuant to a redemption or repurchase of the acceleration) have been cured or waived and if Notes pursuant to the rescission would not conflict with any judgment or decree. The Indenture requires provisions of the Company to file periodic reports with Indenture), the Trustee may withhold the notice if and so long as to the absence board of defaultsdirectors, the executive committee or a trust committee of its directors and/or Responsible Officers in good faith determines that withholding the notice is in the interests of Holders.

Defaults and Remedies. (a) The Indenture provides that Events of Default relating to the Trustee --------------------- will give Notes are defined in Section 6.01 of the Debentureholders notice Indenture. If any Event of an uncured Default known to it, within 90 days after the occurrence of (other than an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures type specified in clause (vi) or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding (vii) of such notice is in the interest Section 6.01(a) of the Debentureholders. In case an Event of Default Indenture with respect to the Issuer) occurs and is continuingcontinuing under the Indenture, the Trustee or the holders Holders of not less than 2530.0% of in aggregate principal amount of all of the Debentures then outstandingtotal outstanding Notes may, by written notice in writing to the Company (Issuers and to the Trustee if given by Trustee, in either case specifying in such notice the Debentureholders), may respective Event of Default and that such notice is a “notice of acceleration,” declare the principal of principal, premium, if any, interest and all accrued interest any other monetary obligations on all the Debentures then outstanding Notes to be due and payable immediately. Such declaration Upon the effectiveness of such declaration, such principal of and any previously accrued and payable premium, if any, and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (vi) or (vii) of Section 6.01(a) of the Indenture with respect to the Issuer, all outstanding Notes will become due and payable without further action or notice. Holders may be rescinded by holders not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of all the Debentures if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with then outstanding Notes may direct the Trustee as to the absence in its exercise of defaultsany trust or power.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event Events of Default (as relating to the Notes are defined in Section 6.01 of the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on . If any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee or the holders Hold- ers of not less than at least 25% of aggregate in principal amount of the Debentures then outstanding, outstanding Notes may by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may Issu- er declare the principal of and all accrued interest on all the Debentures Notes to be due and payable immediately. Such declaration Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in princi- pal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a De- fault or Event of Default relating to the payment of principal, premium, if any, or interest) if it, in good faith, determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Debentures if Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Events Default or Event of Default (and its consequences under the Indenture, except nonpayment a continuing Default or Event of Default in the payment of interest, or the principal of, premium, if any, or interest that has become due solely because on, the Notes (including in connection with a Change of Control Offer) or in respect of a covenant or provision of the acceleration) have been cured Indenture which under Article 9 of the Indenture cannot be mod- ified or waived and if amended without the rescission would not conflict with any judgment or decreeconsent of the Holder of each outstanding Note affected. The Indenture requires Issuer is re- quired to deliver to the Company to file periodic reports Trustee annually a statement regarding compliance with the Trustee as to the absence of defaultsIndenture.

Defaults and Remedies. The Indenture provides that Notes shall have the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event Events of Default (as defined set forth in Section 6.01 of the Indenture. Subject to certain limitations in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee by notice to the Company or the holders Holders of not less than at least 25% of in aggregate principal amount of the Debentures then outstanding, outstanding Notes by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all accrued interest on all the Debentures Notes to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all unpaid principal and interest accrued on the Notes shall become due and payable immediately without further action or notice. Such declaration may be rescinded by holders The Holders of a majority in principal amount of the Debentures Notes then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured . Holders may not enforce the Indenture or waived and if the rescission would not conflict with Notes as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes issued under the Indenture may direct the Trustee in its exercise of any judgment trust or decreepower. The Indenture requires the Company to file periodic reports with the Trustee as must furnish annually compliance certificates to the absence Trustee. The above description of defaultsEvents of Default and remedies is qualified by reference, and subject in its entirety, to the more complete description thereof contained in the Indenture.

Defaults and Remedies. The Indenture provides that If the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event of Default (as defined described in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any Section 5.01(d) of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Base Indenture occurs and is continuing, the Trustee principal amount of the Notes, together with accrued interest to the date of declaration, may be declared to be due and payable immediately in the manner and with the effect provided in the Indenture. Holders of Notes may not enforce the Indenture or the holders Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received security or indemnity satisfactory to it. The Indenture permits, subject to certain limitations therein provided, Holders of not less than 25% of the aggregate principal amount of the Debentures Notes then outstandingoutstanding to direct the Trustee in its exercise of any trust or power. Accordingly, by notice the Holder of this Note has no right to accelerate the Maturity of this Note in writing the event the Company fails to pay the principal of, or interest on, any of the Notes or fails to perform any other obligations under the Notes or in the Indenture that are applicable to the Company (and to Notes, other than in the Trustee if given by case of an Event of Default described in Section 5.01(d) of the Debentureholders)Base Indenture, may declare in which case the principal of and all accrued interest on all the Debentures to be Principal shall become immediately due and payable immediately. Such without any declaration may be rescinded or other act by holders of a majority the Trustee or the Holder, in principal amount accordance with Section 5.01 of the Debentures if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultsBase Indenture.

Defaults and Remedies. The Indenture provides that Notes have the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event Events of Default (as defined set forth in Section 6.1 of the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case If an Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% of aggregate in principal amount of the Debentures then outstanding, outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company (Issuers specifying the Event of Default. Certain events of bankruptcy or insolvency are Events of Default and to shall result in the Trustee if given by the Debentureholders), may declare the principal of and all accrued interest on all the Debentures to be Notes being due and payable immediatelyimmediately upon the occurrence of such Events of Default. Such declaration Holders may be rescinded by holders 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 an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to the Notes. 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 with respect to the Notes except a continuing Default or Event of Default in the payment of premium, interest on, or the principal of, the Notes. The above description of Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as remedies is qualified by reference, and subject in its entirety, to the absence of defaultsmore complete description thereof contained in the Indenture.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case clause (7) or (8) of Default in the payment of principal of or interest on any Section 6.01 of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Company, may declare the principal of and all accrued interest on all the Debentures to be immediately due and payable immediatelythe entire principal amount of all the Notes then outstanding plus accrued and unpaid interest to the date of acceleration and the same shall become immediately due and payable. Such If an Event of Default specified in clause (7) or (8) of Section 6.01 of the Indenture occurs with respect to the Company, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because or a default in the observance or performance of any of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires obligations of the Company to file periodic reports with under Article Five of the Trustee as to the absence of defaultsIndenture) if it determines that withholding notice is in their best interests.

Defaults and Remedies. (a) The Indenture provides that Events of Default relating to the Trustee --------------------- will give Notes are defined in Section 6.01 of the Debentureholders notice Indenture. If any Event of an uncured Default known to it, within 90 days after the occurrence of (other than an Event of Default of the type specified in clause (as defined in vi) or (vii) of Section 6.01(a) of the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default ) occurs and is continuingcontinuing under the Indenture, the Trustee or the holders Holders of not less than 2525.0% of in aggregate principal amount of all of the Debentures then outstandingoutstanding Notes may, by notice in writing to the Company (Issuers and to the Trustee if given by Trustee, in either case specifying in such notice the Debentureholders), may respective Event of Default and that such notice is a “notice of acceleration,” declare the principal of principal, premium, if any, interest and all accrued interest any other monetary obligations on all the Debentures then outstanding Notes to be due and payable immediately. Such declaration Upon the effectiveness of such declaration, such principal of and premium, if any, and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (vi) or (vii) of Section 6.01(a) of the Indenture, all outstanding Notes will become due and payable without further action or notice. Holders may be rescinded by holders not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of all the Debentures if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with Notes then outstanding may direct the Trustee as to the absence in its exercise of defaultsany trust or power.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known Subject to it, within 90 days after the occurrence of an Event of Default (as defined certain exceptions set forth in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than 25at least 30% of in aggregate principal amount of the Debentures Notes then outstanding, subject to certain limitations, may declare all the Notes to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being immediately due and payable upon the occurrence of such Events of Default without any further act of the Trustee or any Holder. Holders of Notes 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 aggregate principal amount of the Notes then outstanding may direct the Trustee in its exercise of any trust or power under the Indenture. Before a judgment or decree for payment of the money due has been obtained by the Trustee as provided in the Indenture, the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice in writing to the Company (Issuer and to the Trustee if given by the Debentureholders)Trustee, may declare the principal rescind any declaration of acceleration and all accrued interest on all the Debentures to be due and payable immediately. Such declaration may be rescinded by holders of a majority in principal amount of the Debentures its consequences if all existing Events of Default (have been cured or waived except nonpayment of principal or interest premium (if any) that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaults.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in Section 6.01(7) or (8) with respect to the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Issuer) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Issuer, may and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare the all principal of and all accrued interest on all the Debentures Notes to be immediately due and payable immediatelyand such amounts shall become immediately due and payable. Such If an Event of Default specified in Section 6.01(7) or (8) occurs with respect to the Issuer, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because on the Notes or a default in the observance or performance of any of the accelerationobligations of the Issuer under Article Five of the Indenture) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultsit determines that withholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in Section 6.01(7) or (8) with respect to the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Issuer) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Issuers, may and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare the all principal of and all accrued interest on all the Debentures Notes to be immediately due and payable immediatelyand such amounts shall become immediately due and payable. Such If an Event of Default specified in Section 6.01(7) or (8) occurs with respect to the Issuer, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because on the Notes or a default in the observance or performance of any of the accelerationobligations of the Issuers under Article Five of the Indenture) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultsit determines that withholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of If an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of excluding an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 5.01(viii) or interest on any (ix) of the Debentures or any amount due on redemption, Supplemental Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case Company (but including an Event of Default specified in Section 5.01(viii) or (ix) of the Supplemental Indenture solely with respect to a Significant Subsidiary of the Company)) occurs and is continuing, the Trustee by written notice to the Company or the holders Holders of not less than at least twenty five percent (25% of aggregate %) in principal amount of the Debentures Securities then outstanding, outstanding by written notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the Securities to be due and payable. Upon such declaration, the principal of of, and any premium and accrued and unpaid interest on, all accrued interest on all the Debentures to Securities shall be due and payable immediately. Such If an Event of Default specified in Section 5.01(viii) or (ix) of the Supplemental Indenture with respect to the Company (excluding, for purposes of this sentence, an Event of Default specified in Section 5.01(viii) or (ix) of the Supplemental Indenture solely with respect to a Significant Subsidiary of the Company) occurs, the principal of, and premium and accrued and unpaid interest on, all the Securities shall ipso facto become and be immediately due and payable without any declaration may be rescinded by holders or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Debentures Securities then outstanding by written notice to the Trustee may rescind or annul an acceleration and its consequences if (A) the rescission would not conflict with any order or decree, (B) all existing Events of Default (Default, except the nonpayment of principal principal, premium or interest that has become due solely because of the acceleration) , have been cured or waived and if (C) all amounts due to the rescission would Trustee under Section 607 of the Base Indenture have been paid. Holders may not conflict with any judgment enforce the Indenture or decreethe Securities except as provided in the Indenture. The Indenture requires Holders of a majority in aggregate principal amount of the Company Securities then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to file periodic reports with the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability unless the Trustee is offered indemnity reasonably satisfactory to it; provided, that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. If a Default or Event of Default occurs and is continuing as to which the absence Trustee has received written notice pursuant to the provisions of defaultsthe Indenture, or as to which a Responsible Officer of the Trustee shall have actual knowledge, the Trustee shall mail to each Holder a notice of the Default or Event of Default within thirty (30) days after receipt of such notice or after acquiring such knowledge, as applicable, unless such Default or Event of Default has been cured or waived. Except in the case of a Default or Event of Default in payment of any amounts due with respect to any Security, the Trustee may withhold the notice if, and so long as it in good faith determines that, withholding the notice is in the best interests of Holders. The Company must deliver to the Trustee an annual compliance certificate.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of If an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided thatspecified in clause (f), except in the case (g), (h) or (k) of Default in the payment of principal of or interest on any Section 6.01 of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Indenture) occurs and is continuing, then the Holders of at least 25% in aggregate principal amount of the outstanding Debt Securities may, by written notice, and the Trustee or upon the holders request of the Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Debt Securities shall, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all of, premium, if any, accrued interest and any other amounts (including, Additional Amounts and Default Interest, if any), on all the Debentures Debt Securities to be immediately due and payable. Upon any such declaration such amounts shall become due and payable immediately. Such If an Event of Default specified in clause (f), (g), (h) or (k) of Section 6.01 of the Indenture occurs and is continuing, then the principal of, premium, if any, accrued interest and any other amounts (including Additional Amounts and Default Interest, if any) on all the Debt Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Debt Securities except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Debt Securities unless it has received indemnity satisfactory to it. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Debentures if all existing Events Debt Securities then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may, subject to certain exceptions set forth in the Indenture, withhold from Holders notice of any continuing Default or Event of Default (except nonpayment of principal or interest if it determines that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultswithholding notice is in their interest.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case clause (6) or (7) of Default in the payment of principal of or interest on any Section 6.01 of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Company, may declare the principal of and all accrued interest on all the Debentures to be immediately due and payable immediatelythe entire principal amount of all the Notes then outstanding plus accrued and unpaid interest to the date of acceleration and the same shall become immediately due and payable. Such If an Event of Default specified in clause (6) or (7) of Section 6.01 of the Indenture occurs with respect to the Company, the principal amount of and interest on, all Notes shall IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because or a default in the observance or performance of any of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires obligations of the Company to file periodic reports with under Article Five of the Trustee as to the absence of defaultsIndenture) if it determines that withholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in Section 6.01(g) or (h) with respect to the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee Note Trustee, by written notice to the Issuer, or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes, by written notice in writing to the Company (Issuer and to the Trustee if given by the Debentureholders)Note Trustee, may may, declare the all principal of and all accrued interest on all the Debentures Notes to be immediately due and payable immediatelyand such amounts shall become immediately due and payable. Such If an Event of Default specified in Section 6.01(g) or (h) occurs with respect to the Company, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Note Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Note Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Note Trustee in its exercise of Default any trust or power. The Note Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because on the Notes or a default in the observance or performance of any of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires obligations of the Company to file periodic reports with under Article Five of the Trustee as to the absence of defaultsIndenture) if it determines that withholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in clause (7) or (8) of Section 6.01 with respect to the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Issuer) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Issuer, may and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare the all principal of and all accrued interest on all the Debentures Notes to be immediately due and payable immediatelyand such amounts shall become immediately due and payable. Such If an Event of Default specified in clause (7) or (8) of Section 6.01 occurs with respect to the Issuer, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because on the Notes or a default in the observance or performance of any of the accelerationobligations of the Issuer under Article Five of the Indenture) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultsit determines that withholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more specified in clause (4) or (5) of Section 6.01 of the Indenture) occurs and is continuing, the Trustee or the Holders of not less than 90 days beforehand; 25% in aggregate principal amount of the outstanding Notes may, by written notice to the Trustee and the Issuer, declare all principal of and accrued interest on all Notes to be immediately due and payable and such amounts shall become immediately due and payable. If an Event of Default specified in clause (4) or (5) of Section 6.01 of the Indenture occurs, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture or the Notes except as provided that, except in the case Indenture. The Trustee may require security or indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of Default a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal of principal, premium, if any, or interest on any the Notes when and as the same shall become due and payable) if the executive committee or a trust committee of directors or Responsible Officers of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest interests of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee or the holders of not less than 25% of aggregate principal amount Holders of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all accrued interest on all the Debentures to be due and payable immediately. Such declaration may be rescinded by holders of a majority in principal amount of the Debentures if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultsNotes.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case clause (7) or (8) of Default in the payment of principal of or interest on any Section 6.01 of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Issuer) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Issuer, may and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare the all principal of and all accrued interest on all the Debentures Notes to be immediately due and payable immediatelyand such amounts shall become immediately due and payable. Such If an Event of Default specified in clause (7) or (8) of Section 6.01 of the Indenture occurs with respect to the Issuer, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because on the Notes or a default in the observance or performance of any of the accelerationobligations of the Issuer under Article Five of the Indenture) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultsit determines that withholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case clause (vi) of Default in the payment of principal of or interest on any Section 7.01 of the Debentures or any amount due on redemption, Base Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee Trustee, by written notice to the Company, or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingOutstanding PIK Toggle Notes, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Company, may declare to be immediately due and payable the entire principal amount of all the PIK Toggle Notes then Outstanding plus accrued and unpaid interest to the date of acceleration and the same shall become immediately due and payable. If an Event of Default specified in clause (vi) of Section 7.01 of the Base Indenture occurs, the principal amount of and all accrued interest on all the Debentures to PIK Toggle Notes shall ipso facto become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Such declaration Holders may be rescinded by holders not enforce the Indenture or the PIK Toggle Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the PIK Toggle Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then Outstanding PIK Toggle Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest interest) if it determines that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultswithholding notice is in their interests.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.01(7) or interest on any (8) of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Company, may and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare the all principal of and all accrued interest on all the Debentures Notes to be immediately due and payable immediatelyand such amounts shall become immediately due and payable. Such If an Event of Default specified in Section 6.01(7) or (8) of the Indenture occurs with respect to the Company, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because on the Notes or a default in the observance or performance of any of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires obligations of the Company to file periodic reports with under Article Five of the Trustee as to the absence of defaultsIndenture) if it determines that withholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that Notes shall have the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event Events of Default (as defined set forth in Section 8.01 of the Indenture. Subject to certain limitations in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee by notice to the Company or the holders Holders of not less than at least 25% of in aggregate principal amount of the Debentures then outstanding, outstanding Notes by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all accrued interest on all the Debentures Notes to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy, insolvency or reorganization, all unpaid principal and interest accrued on the Notes shall become due and payable immediately without further action or notice. Such declaration may be rescinded by holders The Holders of a majority in principal amount of the Debentures Notes then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured . Holders may not enforce the Indenture or waived and if the rescission would not conflict with Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes issued under the Indenture may direct the Trustee in its exercise of any judgment trust or decreepower. The Indenture requires the Company to file periodic reports with the Trustee as must furnish annually compliance certificates to the absence Trustee. The above description of defaultsEvents of Default and remedies is qualified by reference, and subject in its entirety, to the more complete description thereof contained in the Indenture.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event Events of Default (as relating to the Notes are defined in Section 6.01 of the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on . If any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% of aggregate in principal amount of the Debentures then outstanding, outstanding Notes may by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may Issuer declare the principal of and all accrued interest on all the Debentures Notes to be due and payable immediately. Such declaration Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except nonpayment a Default or Event of Default relating to the payment of principal, premium, if any, or interest) if it, in good faith, determines that withholding notice is in their interest. The Holders of not less than 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, or the principal of, premium, if any, or interest that has become due solely because on, the Notes (including in connection with a Change of Control Offer) or in respect of a covenant or provision of the acceleration) have been cured Indenture which under Article 9 of the Indenture cannot be modified or waived and if amended without the rescission would not conflict with any judgment or decreeconsent of the Holder of each outstanding Note affected. The Indenture requires Issuer is required to deliver to the Company to file periodic reports Trustee annually a statement regarding compliance with the Trustee as to the absence of defaultsIndenture.

Defaults and Remedies. The Indenture provides that Notes shall have the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event Events of Default (as defined set forth in Section 8.01 of the Indenture. Subject to certain limitations in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee by notice to the Company or the holders Holders of not less than at least 25% of in aggregate principal amount of the Debentures then outstanding, outstanding Notes by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all accrued interest on all the Debentures Notes to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all unpaid principal and interest accrued on the Notes shall become due and payable immediately without further action or notice. Such declaration may be rescinded by holders The Holders of a majority in principal amount of the Debentures Notes then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured . Holders may not enforce the Indenture or waived and if the rescission would not conflict with Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes issued under the Indenture may direct the Trustee in its exercise of any judgment trust or decreepower. The Indenture requires the Company to file periodic reports with the Trustee as must furnish annually compliance certificates to the absence Trustee. The above description of defaultsEvents of Default and remedies is qualified by reference, and subject in its entirety, to the more complete description thereof contained in the Indenture.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice Subject to 6.02(b) of an uncured Default known to it, within 90 days after the occurrence of an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on if any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% of in aggregate principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), outstanding Notes may declare the principal of and all accrued interest on all the Debentures Notes to be due and payable immediately. Such declaration Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to any Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Debentures if 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 then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Events Default or Event of Default (and its consequences under the Indenture except nonpayment a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest that has become due solely because on the Notes or a covenant or provision of the acceleration) have been cured Indenture which cannot be modified or waived and if amended without the rescission would not conflict with any judgment or decreeconsent of the Holder of each outstanding Note affected. The Indenture requires Issuers are 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 file periodic reports with deliver to the Trustee as a statement specifying such Default or Event of Default and the remedial action the Company proposes to the absence of defaultstake in connection therewith.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of If an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.01(f) or interest on any (g) of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Issuers) occurs and is continuing, the First Lien Trustee by notice to the Issuers or the holders of not less than at least 25% of aggregate in principal amount of the Debentures then outstanding, outstanding Notes by notice in writing to the Company Issuers (and with a copy to the Trustee if given by the Debentureholders), First Lien Trustee) may declare the principal of of, premium, if any, and all accrued but unpaid interest on all the Debentures Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. Such If an Event of Default specified in Section 6.01(f) or (g) of the Indenture with respect to the Issuers occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration may or other act on the part of the First Lien Trustee or any holders. In addition, upon the acceleration of the Notes in connection with an Event of Default under Section 6.01(a), (b), (f) or (g) of the Indenture prior to April 15, 2024, an amount equal to the Applicable Premium or optional redemption premium, as applicable, that would have been payable in connection with an optional redemption of the Notes at the time of the occurrence of such acceleration will become and be rescinded by immediately due and payable with respect to all Notes without any declaration or other act on the part of the First Lien Trustee or any holders of the Notes. The amounts described in the preceding sentence are intended to be liquidated damages and not unmatured interest or a penalty. The holders of a majority in principal amount of the Debentures if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived outstanding Notes may rescind any such acceleration and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaults.its consequences if:

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on If any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs with respect to the Notes and is continuing, the Trustee or the holders Holders of not less than 25at least 30% of in aggregate principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), outstanding Notes may declare the principal of of, and all accrued interest and unpaid interest, if any, on all the Debentures Notes to be due and payable immediately. Such declaration Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer, as described in the Indenture, the principal of, and accrued and unpaid interest, if any, on all outstanding Notes, will become due and payable immediately without further action or notice. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Debentures if then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Events Default or Event of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as respect to the absence Notes and its consequences under the Indenture except a continuing Default or Event of defaultsDefault in the payment of interest or premium on, or the principal of, the Notes.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known Subject to itcertain exceptions, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture)occurs, or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, then the Trustee or the holders Holders of at least 25% in aggregate principal amount of the Outstanding Notes may, by written notice, and the Trustee upon the request of the Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingOutstanding Notes is obligated to, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all accrued interest on all the Debentures Notes to be due and payable immediately, provided that so long as the Bank Credit Facility is in effect, such acceleration shall not be effective until the earlier of (i) five business days following the delivery of notice of acceleration to the agent under the Bank Credit Facility and (ii) the acceleration of any Indebtedness under the Bank Credit Facility. Such In the case of an Event of Default arising from certain events of bankruptcy or insolvency, then the principal of and accrued interest on all the Outstanding Notes will become due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnification satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events Outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal (premium, if any) or interest (or in the payment of any Note repurchase price) if it determines that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decreewithholding notice is in their interests. The Indenture requires the Company to file periodic reports with the Trustee as must furnish quarterly and annual compliance certificates to the absence of defaultsTrustee.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Sections 6.01(a)(viii) or interest on any 6.01(a)(ix) of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee by notice to the Company or the holders Holders of not less than at least 25% of in aggregate principal amount of the Debentures Notes then outstanding, outstanding by notice in writing to the Company (and to the Trustee if given by the Debentureholders)Trustee, may declare the principal of amount plus accrued and all accrued interest unpaid Special Interest, if any, on all the Debentures Notes to be due and payable immediately. Such If an Event of Default specified in Sections 6.01(a)(viii) or 6.01(a)(ix) of the Indenture with respect to the Company (and not solely with respect to one or more of its Significant Subsidiaries), occurs and is continuing, the principal amount plus accrued and unpaid Special Interest, if any, on the Notes shall, automatically and without any action by the Trustee or any Holder, become and be immediately due and payable without any declaration may be rescinded by holders or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the Debentures if all existing Events Notes at the time outstanding, by notice to the Trustee and the Company, and without notice to any other Holder, may rescind any declaration of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and acceleration if the rescission would not conflict with any judgment or decreedecree and if all existing Events of Default have been cured or waived other than nonpayment of the principal amount or accrued but unpaid Special Interest, if any, that have become due solely as a result of acceleration. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultsNo such rescission shall affect any subsequent Default or impair any right consequent thereto.

Defaults and Remedies. The Indenture provides that In the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence case of an Event of Default under Sections 6.01(h) and (as defined in i) of the Indenture), all unpaid principal of, and premium, if any, and accrued and unpaid interest and Additional Interest, if any, on, all outstanding Notes shall become due and payable immediately without further action or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on notice. If any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an other Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% of aggregate in principal amount of the Debentures then outstanding, outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company (specifying the Event of Default. Holders of the Notes may not enforce the Indenture, the Notes or the Security Documents except as provided in the Indenture and the Security Documents. Subject to the Trustee if given by the Debentureholders)certain limitations, may declare the principal of and all accrued interest on all the Debentures to be due and payable immediately. Such declaration may be rescinded by holders Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any Default or Event of Default (except nonpayment a Default or Event of principal Default relating to the payment of principal, premium or interest or Additional Interest, if any) if it determines that has become due solely because withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the acceleration) Company with the intention of avoiding payment of the premium that the Company would have been cured or waived and had to pay if the rescission would not conflict with any judgment or decree. The Indenture requires Company then had elected to redeem the Company Notes pursuant to file periodic reports with Section 3.07 of the Trustee as Indenture, an equivalent premium shall also become and be immediately due and payable to the absence extent permitted by law upon the acceleration of defaultsthe Notes.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case clause (6) or (7) of Default in the payment of principal of or interest on any Section 6.01 of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Company, may and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare the all principal of and all accrued interest on all the Debentures Notes to be immediately due and payable immediatelyand such amounts shall become immediately due and payable. Such If an Event of Default specified in clause (6) or (7) of Section 6.01 of the Indenture occurs and is continuing with respect to the Company, the principal amount of, and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require reasonable indemnity and security satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because on the Notes or a default in the observance or performance of any of the accelerationobligations under Article Five of the Indenture) have been cured or waived and if the rescission would it determines that withholding notice is not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as opposed to the absence interest of defaultsthe Holders.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.01(7) or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default (8) ) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Issuer, may and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare the all principal of and accrued interest (in addition to the Default Rate) on all accrued Notes to be immediately due and payable and such amounts shall become immediately due and payable. If an Event of Default specified in Section 6.01(7) or (8) occurs, the principal amount of and interest on all the Debentures to Notes shall ipso facto become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Such declaration Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because on the Notes or a default in the observance or performance of any of the accelerationobligations of the Issuer under Article Five of the Indenture) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultsit determines that withholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.1(a)(ix) or interest on any (x) of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case Indenture with respect to an Event of Default Issuer) occurs and is continuing, then the Trustee or the holders Holders of not less than 25% of in aggregate principal amount at maturity of the Debentures then outstandingoutstanding Securities may, by notice in writing to the Company (and to the Trustee if given by upon the Debentureholders)request of the Holders of not less than 25% in aggregate principal amount at maturity of the outstanding Securities shall, may declare the principal Default Amount of and all any accrued interest on all of the Debentures Securities to be due and payable immediately. Such If an Event of Default specified in Section 6.1(a)(ix) or (x) of the Indenture occurs with respect to an Issuer, the Default Amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture, the Securities or any Subsidiary Guarantee except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture, the Securities or any Subsidiary Guarantee. Subject to certain limitations, Holders of a majority in principal amount at maturity of the Debentures if all existing Events then outstanding Securities may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of the Default Amount, principal or interest interest) if it determines that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultswithholding notice is in their interests.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case clause (6) of Default in the payment of principal of or interest on any Section 5.01(a) of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Company, may declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued and unpaid interest to the date of acceleration and the same shall become immediately due and payable. If an Event of Default specified in clause (6) of Section 5.01(a) of the Indenture occurs, the principal amount of and all accrued interest on all the Debentures to Notes shall ipso facto become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Such declaration Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because or a default in the observance or performance of any of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires obligations of the Company to file periodic reports with under Article V of the Trustee as to the absence of defaultsIndenture) if it determines that withholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of If an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of related to bankruptcy or interest on any insolvency of the Debentures Company or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest Significant Subsidiary of the Debentureholders. In case an Event of Default Company) under the Indenture occurs and is continuing, then and in every such case the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures outstanding Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest on, all the Notes then outstandingoutstanding to be due and payable immediately, by a notice in writing to the Company (and to the Trustee Trustee, if given by Holders) specifying the Debentureholders)relevant Event of Default and upon any such declaration such principal, may declare premium, if any, and accrued and unpaid interest shall become immediately due and payable. If an Event of Default related to bankruptcy or insolvency of the Company, any Significant Subsidiary of the Company or any Subsidiaries of the Company that, taken together as a whole, would constitute a Significant Subsidiary occurs, all unpaid principal of of, and all accrued interest on all on, the Debentures to be Notes then outstanding shall become due and payable immediately, without any declaration or other act on the part of the Trustee or any Holder. Such declaration Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity and security satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Debentures if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with Notes may direct the Trustee as to the absence in its exercise of defaultsany trust or power.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.1(a)(ix) or interest on any (x) of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case Indenture with respect to an Event of Default Issuer) occurs and is continuing, then the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Securities may, by notice in writing to the Company (and to the Trustee if given by upon the Debentureholders)request of the Holders of not less than 25% in aggregate principal amount of the outstanding Securities shall, may declare the principal Default Amount of and all any accrued interest on all of the Debentures Securities to be due and payable immediately. Such If an Event of Default specified in Section 6.1(a)(ix) or (x) of the Indenture occurs with respect to an Issuer, the Default Amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture, the Securities or any Subsidiary Guarantee except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture, the Securities or any Subsidiary Guarantee. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Securities may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of the Default Amount, principal or interest interest) if it determines that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultswithholding notice is in their interests.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on If any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs with respect to the Notes and is continuing, the Trustee or the holders Holders of not less than 25at least 30% of in aggregate principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), outstanding Notes may declare the principal of of, and all accrued interest on and unpaid interest, if any, on, all the Debentures Notes to be due and payable immediately. Such declaration Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency of the Issuer, as described in the Indenture, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes, will become due and payable immediately without further action or notice. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Debentures if then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Events Default or Event of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as respect to the absence Notes and its consequences under the Indenture except a continuing Default or Event of defaultsDefault in the payment of interest or premium on, or the principal of, the Notes.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.1(d) or interest on any (e) of the Debentures or any amount due on redemption, Senior Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee or then the holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may, or the Trustee may, by written notice in writing to the Company (Company, and to the Trustee if given by at the Debentureholders)request of not less than 25% in aggregate principal amount of the outstanding Notes will, may declare the principal of and all of, plus accrued interest on all the Debentures interest, if any, to be due and payable immediately. Such If an Event of Default specified in Section 6.1(d) or (e) of the Senior Indenture with respect to the Company occurs and is continuing, the Principal of and accrued interest on all of the Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of the Notes may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if then outstanding Securities of all existing Events series issued under the Indenture that are affected may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing default (except nonpayment a default in payment of principal or interest interest) if it determines in good faith that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decreewithholding notice is in their interests. The Indenture requires the Company to file periodic reports with the Trustee as must furnish an annual compliance certificate to the absence of defaultsTrustee.

Defaults and Remedies. The Indenture provides that In the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence case of an Event of Default (as defined in arising from certain events of bankruptcy or insolvency, with respect to the Indenture), Company or as soon as practicable after it learns any of an Event its Restricted Subsidiaries that is a Significant Subsidiary or any group of Default which occurred more than 90 days beforehand; provided Restricted Subsidiaries that, except in the case of Default in the payment of principal of taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or interest on notice. If any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an other Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% of aggregate in principal amount of the Debentures then outstanding, outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company (and specifying the Event of Default. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to the Trustee if given by the Debentureholders)certain limitations, may declare the principal of and all accrued interest on all the Debentures to be due and payable immediately. Such declaration may be rescinded by holders Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except nonpayment a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages) if it determines that has become due solely because withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company Notes then outstanding by notice to file periodic reports with the Trustee as to may on behalf of the absence Holders of defaultsall 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 or Liquidated Damages, if any, on, or the principal of, the Notes.

Defaults and Remedies. The Indenture provides that In the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence case of an Event of Default (as defined in arising from certain events of bankruptcy or insolvency, with respect to the Indenture), Company or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures Restricted Subsidiaries that is a Significant Subsidiary or any amount group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholdersand payable immediately without further action or notice. In case an If any other Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% of aggregate in principal amount of the Debentures then outstanding, outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company (and specifying the Event of Default. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to the Trustee if given by the Debentureholders)certain limitations, may declare the principal of and all accrued interest on all the Debentures to be due and payable immediately. Such declaration may be rescinded by holders Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except nonpayment a Default or Event of Default relating to the payment of principal or interest interest) if it determines that has become due solely because withholding notice is in their interest. The Holders of a majority in principal amount of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company Notes then outstanding by notice to file periodic reports with the Trustee as to may on behalf of the absence Holders of defaultsall 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.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on If any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% of in aggregate principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), outstanding Securities may declare the principal of and all accrued interest on all the Debentures Securities to be due and payable immediately; PROVIDED that so long as at least $15 million of Senior Debt is outstanding under the Credit Agreement, no acceleration of the maturity of the Securities shall be effective until the earlier of (i) five days after notice of acceleration is received by the Representative under the Credit Agreement (unless such Event of Default is cured or waived prior thereto) and (ii) the date on which any Senior Debt under the Credit Agreement is accelerated. Such declaration Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries, all outstanding Securities will become due and payable without further action or notice. Securityholders may be rescinded by holders not enforce the Indenture, the Securities or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Debentures if all existing Events 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 (except nonpayment a Default or Event of Default relating to the payment of principal or interest interest) if it determines that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultswithholding notice is in their interest.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice Subject to 6.02(b) of an uncured Default known to it, within 90 days after the occurrence of an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on if any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% of in aggregate principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), then-outstanding Notes may declare the principal of and all accrued interest on all the Debentures Notes to be due and payable immediately. Such declaration Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to any Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Debentures if 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 then-outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Events Default or Event of Default (and its consequences under the Indenture except nonpayment a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest that has become due solely because on the Notes or a covenant or provision of the acceleration) have been cured Indenture which cannot be modified or waived and if amended without the rescission would not conflict with any judgment or decreeconsent of the Holder of each outstanding Note affected. The Indenture requires Issuers are 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 file periodic reports with deliver to the Trustee as a statement specifying such Default or Event of Default and the remedial action the Company proposes to the absence of defaultstake in connection therewith.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns with respect to Securities of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default this series occurs and is continuing, then, and in each and every such case, either the Trustee Trustee, by notice in writing to the Company, or the holders Holders of not less than 25% of aggregate the principal amount of the Debentures Securities of this series then outstanding, by notice in writing to the Company (and to the Trustee, may, and the Trustee at the request of such Holders shall, declare due and payable, if given by the Debentureholders)not already due and payable, may declare the principal of and all any accrued and unpaid interest on all of the Debentures Securities of this series; and upon any such declaration all such amounts upon such Securities shall become and be immediately due and payable, anything in the Indenture or in the Securities to be the contrary notwithstanding. If an Event of Default specified in clause (5) or (6) of Section 501 of the Indenture occurs with respect to the Company, then the principal of and any accrued and unpaid interest on all of the Securities shall immediately become due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Such declaration Holders may be rescinded by holders not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Securities of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with this series may direct the Trustee as to the absence in its exercise of defaultsany trust or power.

Defaults and Remedies. The Indenture provides that In the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence case of an Event of Default (as defined in arising from certain events of bankruptcy or insolvency, with respect to the Indenture)Issuer, any Restricted Subsidiary that is a Significant Subsidiary or as soon as practicable after it learns any group of an Event of Default which occurred more than 90 days beforehand; provided Restricted Subsidiaries that, except in the case of Default in the payment of principal of taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or interest on notice. If any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an other Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% of in outstanding aggregate principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), outstanding Notes may declare the principal of and all accrued interest on all the Debentures Notes to be due and payable immediately. Such declaration Holders of Notes may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not obligated to exercise any of its rights or powers under the Indenture (including directing any Security Agent to enforce any of the Security Documents) at the request of any Holder of Notes unless the Trustee has received indemnity satisfactory to it. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Debentures if all existing Events Notes then outstanding to direct the Trustee in its exercise of any trust or power. Except in the case of a Default (except nonpayment in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such Note, if any), the Trustee may withhold the notice if it determines that has become due solely because withholding the notice is in the interests of the acceleration) have been cured or waived and if Holders of the rescission would not conflict with any judgment or decreeNotes. The Indenture requires enforcement of the Company to file periodic reports with Note Guarantees may only be undertaken by the Trustee as to (of its own volition or at the absence direction of defaultsHolders representing 25% in aggregate principal amount of the outstanding Notes).

Defaults and Remedies. The Indenture provides that Events of Default relating to the Trustee --------------------- will give Notes are defined in Section 6.01 of the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Indenture. If any Event of Default (other than as defined specified in Section 6.01(7) or 6.01(8) of the Indenture with respect to an Issuer) shall occur and be continuing with respect to the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures Notes then outstandingoutstanding may, and the Trustee at the request of such Holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately, by a notice in writing to the Company Issuers (and to the Trustee if given by the Debentureholders)holders of the Notes) and upon any such declaration, may declare the principal of such principal, premium, if any, and all accrued interest on all the Debentures to be shall become due and payable immediately. Such Notwithstanding the foregoing, in the case of an Event of Default as specified in Section 6.01(7) or 6.01(8), with respect to an Issuer occurs and is continuing, then all the Notes shall automatically become and be due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any holder. Holders may be rescinded by holders not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Debentures if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with then outstanding Notes may direct the Trustee as to the absence in its exercise of defaults.any trust or

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case clause (6) or (7) of Default in the payment of principal of or interest on any Section 5.01 (a) of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Company, may declare the principal of and all accrued interest on all the Debentures to be immediately due and payable immediatelythe entire principal amount of all the Notes then outstanding plus accrued and unpaid interest to the date of acceleration and the same shall become immediately due and payable. Such If an Event of Default specified in clause (6) or (7) of Section 5.01(a) of the Indenture occurs with respect to the Company, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may with hold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because or a default in the observance or performance of any of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires obligations of the Company to file periodic reports with under Article Five of the Trustee as to the absence of defaultsIndenture) if it determines that withholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case clause (7) or (8) of Default in the payment of principal of or interest on any Section 6.01 of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee Trustee, by written notice to the Issuer, or the holders Holders of not less than 25% of the aggregate principal amount Accreted Value of the Debentures Discount Notes then outstanding, by written notice in writing to the Company (Issuer and to the Trustee if given by the Debentureholders)Trustee, may may, declare the all principal of and all accrued interest on all the Debentures Discount Notes to be immediately due and payable immediatelyand such amounts shall become immediately due and payable. Such If an Event of Default specified in clause (7) or (8) of Section 6.01 of the Indenture occurs with respect to the Company, the Accreted Value of and interest on, all Discount Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Discount Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Discount Notes. Subject to certain limitations, Holders of a majority in principal amount aggregate Accreted Value of the Debentures if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with Discount Notes then outstanding may direct the Trustee as to the absence in its exercise of defaultsany trust or power.

Defaults and Remedies. The Indenture provides that In the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence case of an Event of Default (as defined in arising from certain events of bankruptcy or insolvency, with respect to the Indenture), Company or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any Restricted Subsidiary of the Debentures Company, all outstanding Notes will become due and payable immediately without further action or notice. If any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an other Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% of aggregate in principal amount of the Debentures then outstanding, outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company (and specifying the Event of Default. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to the Trustee if given by the Debentureholders)certain limitations, may declare the principal of and all accrued interest on all the Debentures to be due and payable immediately. Such declaration may be rescinded by holders Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any Default or Event of Default (except nonpayment a Default or Event of Default relating to the payment of principal, premium, interest or Liquidated Damages) if it determines that withholding notice is in their interest. Holders of a majority in principal or interest that has become due solely because amount of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company then outstanding Notes by notice to file periodic reports with the Trustee as may, on behalf of the Holders of all of the Notes, rescind and annul a declaration of acceleration pursuant to Section 6.02 of the absence Indenture, and its consequences, and waive any related existing Default or Event of defaultsDefault if certain conditions are satisfied.

Defaults and Remedies. The Indenture provides that Subject to the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to itimmediately following paragraph, within 90 days after the occurrence of if an Event of Default (as defined specified in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Indenture occurs and is continuing, the Trustee Trustee, by delivering a written notice to the Company, or the holders Holders of not less than at least 25% of in aggregate principal amount of the Debentures Notes then outstanding, by delivering a written notice in writing to the Company (and to the Trustee if given by the Debentureholders)Trustee, may declare the principal of and all accrued interest on all the Debentures Notes to be due and payable immediatelyimmediately by delivering notice to the Company. Such declaration may be rescinded by holders In addition, certain specified Events of a majority in Default will cause the Notes to become immediately due and payable without the Trustee or Holders taking any action. If the Company so elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with the reporting obligations under Section 4.03 of the Indenture will for the first 180 days after the occurrence of such Event of Default, beginning on, and including, the date of which such an Event of Default first occurs, consist exclusively of the right to receive an Extension Fee on the principal amount of the Debentures if all existing Events Notes then outstanding. 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 indemnity or security satisfactory to it. Holders of a majority of the principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power, subject to certain limitations set forth in the Indenture. Subject to certain exceptions, the Trustee may withhold from Holders notice of any continuing Event of Default (except nonpayment of principal or interest Default if it determines that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultswithholding notice is in their interest.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default specified in clause (as defined in 7) or (8) of Section 6.01 with respect to the Indenture)Company or any Guarantor occurs, all outstanding Notes shall become due and payable without any further action or as soon as practicable after it learns of notice. If an Event of Default which occurred more than 90 days beforehand; provided that, except specified in clause (1) or (2) of Section 6.01 as to the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption2023 Notes occurs, the Trustee or the Holders of at least 25% in aggregate principal amount then outstanding 2023 Notes, by written notice to the Company and the Trustee, may withhold such notice if it in good faith determines that declare all amounts owing under the withholding 2023 Notes to be due and payable. If any other Event of such notice is in the interest of the Debentureholders. In case Default (other than an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Company or any Guarantor) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Company, may and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare the all principal of and all accrued interest on all the Debentures Notes to be immediately due and payable immediatelyand such amounts shall become immediately due and payable. Such declaration Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because on the Notes or a default in the observance or performance of any of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires obligations of the Company to file periodic reports with under Article Five of the Trustee as to the absence of defaultsIndenture) if it determines that withholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default specified in clause (as defined in 7) or (8) of Section 6.01 with respect to the Indenture)Company or any Guarantor occurs, all outstanding Notes shall become due and payable without any further action or as soon as practicable after it learns of notice. If an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case clause (1) or (2) of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemptionSection 6.01 occurs, the Trustee or the Holders of at least 25% in aggregate principal amount then outstanding Notes, by written notice to the Company and the Trustee, may withhold such notice if it in good faith determines that declare all amounts owing under the withholding Notes to be due and payable. If any other Event of such notice is in the interest of the Debentureholders. In case Default (other than an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Issuer or any Guarantor and other than an Event of Default specified in clause (1) or (2) of Section 6.01) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Company, may and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare the all principal of and all accrued interest on all the Debentures Notes to be immediately due and payable immediatelyand such amounts shall become immediately due and payable. Such If an Event of Default specified in clause (7) or (8) of Section 6.01 occurs with respect to the Company or any Guarantor, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because on the Notes or a default in the observance or performance of any of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires obligations of the Company to file periodic reports with under Article Five of the Trustee as to the absence of defaultsIndenture) if it determines that withholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in Section 6.01(8) or (9) of the case of Default in Indenture with respect to the payment of principal of Company or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines its Significant Subsidiaries that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default a Guarantor) occurs and is continuing, then, and in each and every such case, either the Trustee Trustee, by notice in writing to the Company, or the holders Holders of not less than 25% of aggregate the principal amount of the Debentures Notes then outstanding, by notice in writing to the Company (Trustee and to the Trustee if given by the Debentureholders)Company, may declare due and payable, if not already due and payable, the principal of and all any accrued and unpaid interest on all of the Debentures Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in the Indenture or in the Notes to be the contrary notwithstanding. If an Event of Default specified in Section 6.01(8) or (9) of the Indenture occurs with respect to the Company, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder of the Notes. Such declaration Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because on the Notes or a default in the observance or performance of any of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires obligations of the Company to file periodic reports with under Article Five of the Trustee as to the absence of defaultsIndenture) if it determines that withholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.1(a)(vii) or interest on any (viii) of the Debentures or any amount due on redemption, Indenture (with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company)) occurs and is continuing, then the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Securities may, by notice in writing to the Company (and to the Trustee if given by upon the Debentureholders)request of the Holders of not less than 25% in aggregate principal amount of the outstanding Securities shall, may declare the principal of of, premium, if any, and all accrued interest on all of the Debentures Securities to be due and payable immediately. Such If an Event of Default specified in Section 6.1(a)(vii) or (viii) of the Indenture (with respect to the Company) occurs and is continuing, the principal of, premium, if any, and interest on all of the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture, the Guarantee, the Security Documents or the Securities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Debentures if all existing Events then outstanding Securities may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest interest) if it determines that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decreewithholding notice is in their interests. The Indenture requires the Company to file periodic reports with the Trustee as must furnish an annual compliance certificate to the absence of defaultsTrustee.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.1(d) or interest on any (e) of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee or then the holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Series E Senior Notes may, by notice in writing to the Company (and to or the Trustee if given by the Debentureholders)may, may declare the principal of and all of, plus accrued interest on all the Debentures interest, if any, to be due and payable immediately. Such If an Event of Default specified in Section 6.1(d) or (e) of the Indenture with respect to the Company occurs and is continuing, the principal of and accrued interest on all of the Series E Senior Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of the Series E Senior Notes may be rescinded by holders not enforce the Indenture or the Series E Senior Notes except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Series E Senior Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Series E Senior Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders of the Series E Senior Notes notice of any continuing default (except nonpayment a default in payment of principal or interest that has become due solely because or a failure to comply with Article 5 of the accelerationIndenture) have been cured or waived and if the rescission would not conflict with any judgment or decreeit determines in good faith that withholding notice is in their interests. The Indenture requires the Company to file periodic reports with the Trustee as must furnish an annual compliance certificate to the absence of defaultsTrustee.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default with respect to the Notes (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which specified in Sections 6.01(6) and 6.01(7)) shall have occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemptionand be continuing, the Trustee may withhold such notice if it or the registered Holders of not less than 25% in good faith determines that the withholding of such notice is in the interest aggregate principal amount of the DebentureholdersNotes then outstanding may declare to be immediately due and payable the principal amount of all the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration, by written notice to the Company and the Trustee. In case an Event of Default occurs specified in Sections 6.01(6) and is continuing6.01(7) shall occur, such amount with respect to all the Notes shall be automatically due and payable immediately without any declaration or other act on the part of the Trustee or the holders of not less than 25% of aggregate principal amount Holders of the Debentures then outstandingNotes. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all accrued interest on all the Debentures to be due and payable immediately. Such declaration may be rescinded by holders Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of any trust or power. Except in the case of a Default in payment of the principal of or interest on any Note (including payments pursuant to a redemption or repurchase of the Notes pursuant to the provisions of this Indenture), the Trustee may withhold notice of an Event of Default (except nonpayment if and so long as a committee of principal or interest its Responsible Officers in good faith determines that has become due solely because withholding the notice is in the interests of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultsHolders.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.1(d) or interest on any (e) of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee or then the holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding ROARS may, by notice in writing to the Company (and to or the Trustee if given by the Debentureholders)may, may declare the principal of and all of, plus accrued interest on all the Debentures interest, if any, to be due and payable immediately. Such If an Event of Default specified in Section 6.1(d) or (e) of the Indenture with respect to the Company occurs and is continuing, the principal of and accrued interest on all of the ROARS shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of the ROARS may be rescinded by holders not enforce the Indenture or the ROARS except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the ROARS. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding ROARS may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders of the ROARS notice of any continuing default (except nonpayment a default in payment of principal or interest that has become due solely because or a failure to comply with Article 5 of the accelerationIndenture) have been cured or waived and if the rescission would not conflict with any judgment or decreeit determines in good faith that withholding notice is in their interests. The Indenture requires the Company to file periodic reports with the Trustee as must furnish an annual compliance certificate to the absence of defaultsTrustee.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.01(vii) or interest on any Section 6.01(viii) of the Debentures Indenture with respect to the Issuer, Parent or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Intermediate Holdco) occurs and is continuing, the Trustee or the holders registered Holders of not less than 25% of aggregate the principal amount of the Debentures then outstanding, may, and the Trustee at the written request of such Holders shall, declare due and payable, if not already and payable, the principal of and any accrued and unpaid interest on all of the Notes by notice in writing to the Company (Issuer, Parent or Intermediate Holdco and Trustee specifying the applicable Event of Default and that it is a “notice of acceleration”, and the same shall immediately become due and payable. If an Event of Default specified in Section 6.01(vii) and Section 6.01(viii) of the Indenture occurs with respect to the Trustee if given by the Debentureholders)Issuer, may declare Parent or Intermediate Holdco then the principal of and all any accrued and unpaid interest on all of the Debentures to be Notes shall immediately become due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Such declaration Holders may be rescinded by holders not enforce the Indenture or the except as provided in the Indenture. The Trustee may require indemnification satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal of, or interest on, the Notes) if it determines that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultswithholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that Note shall have the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event Events of Default (as defined set forth in Section 8.1 of the Indenture. Subject to certain limitations in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee by notice to the Company or the holders Noteholders of not less than at least 25% of in aggregate principal amount of the Debentures then outstanding, outstanding Notes by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all accrued interest on all the Debentures Notes to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all unpaid principal, interest accrued on the Notes shall become due and payable immediately without further action or notice. Such declaration may be rescinded by holders The Noteholders of a majority in principal amount of the Debentures Notes then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured . Noteholders may not enforce the Indenture or waived and if the rescission would not conflict with Notes except as provided in the Indenture. Subject to certain limitations, Noteholders of a majority in principal amount of the then outstanding Notes issued under the Indenture may direct the Trustee in its exercise of any judgment trust or decreepower. The Indenture requires the Company must furnish compliance certificates to file periodic reports with the Trustee as to annually. The above description of Events of Default and remedies is qualified by reference to, and subject in its entirety by, the absence of defaultsmore complete description thereof contained in the Indenture.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case clause (6) or (7) of Default in the payment of principal of or interest on any Section 6.01 of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case Indenture with respect to an Event of Default Issuer) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Company, may and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare the all principal of and all accrued interest on all the Debentures Notes to be immediately due and payable immediatelyand such amounts shall become immediately due and payable. Such If an Event of Default specified in clause (6) or (7) of Section 6.01 of the Indenture occurs and is continuing with respect to an Issuer, the principal amount of, and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require reasonable indemnity and security satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because on the Notes or a default in the observance or performance of any of the accelerationobligations under Section 5.01 of the Indenture) have been cured or waived and if the rescission would it determines that withholding notice is not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as opposed to the absence interest of defaultsthe Holders.

Defaults and Remedies. The Indenture provides that Subject to the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to itfollowing paragraph, within 90 days after the occurrence of if an Event of Default (as defined specified in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Indenture occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% of aggregate in principal amount of the Debentures then outstanding, Securities may declare all the Securities by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all accrued interest on all the Debentures to be due and payable immediately. Such declaration In addition, certain specified Events of Default will cause the Securities to become immediately due and payable without further action by the Holders. As set forth in the Indenture, the sole remedy for an Event of Default relating to the Company’s failure to comply with the reporting obligations under Article 5 of the Indenture, and for any failure to comply with the requirements of Section 314(a)(1) of the TIA, will for the 60 days after the occurrence of such an Event of Default consist exclusively of the right to receive Additional Interest on the principal amount of the Securities at a rate equal to 0.25% per annum. Holders may be rescinded by holders not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except nonpayment a Default or Event of principal Default in payment of principal, interest (including Additional Interest, if any) or interest premium, if any) if it determines that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultswithholding notice is in their interest.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.1(a)(vii) or interest on any (viii) of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee or then the holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Securities may, by notice in writing to the Company (and to or the Trustee if given by the Debentureholders)may, may declare the principal of and all of, premium, if any, plus accrued interest on all the Debentures interest, if any, to be due and payable immediately. Such If an Event of Default specified in Section 6.1(a)(vii) or (viii) of the Indenture with respect to the Company occurs and is continuing, the principal of, premium, if any, and accrued interest on all of the Securities shall ipso facto become and be immediately due and payable without any ---- ----- declaration or other act on the part of the Trustee or any Holder. Securityholders may be rescinded by holders not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Securities may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except nonpayment a default in payment of principal or interest that has become due solely because or a failure to comply with Article V of the accelerationIndenture) have been cured or waived and if the rescission would not conflict with any judgment or decreeit determines that withholding notice is in their interests. The Indenture requires the Company to file periodic reports with the Trustee as must furnish an annual compliance certificate to the absence of defaultsTrustee.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.01(vii) or interest on any 6.01(viii) of the Debentures Indenture with respect to the Issuer, Parent or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Intermediate Holdco) occurs and is continuing, the Trustee or the holders registered Holders of not less than 25% of aggregate the principal amount of the Debentures then outstanding, may, and the Trustee at the written request of such Holders shall, declare due and payable, if not already and payable, the principal of and any accrued and unpaid interest on all of the Notes by notice in writing to the Company (Issuer, Parent or Intermediate Holdco and Trustee specifying the applicable Event of Default and that it is a “notice of acceleration”, and the same shall immediately become due and payable. If an Event of Default specified in Section 6.01(vii) and 6.01(viii) of the Indenture occurs with respect to the Trustee if given by the Debentureholders)Issuer, may declare Parent or Intermediate Holdco then the principal of and all any accrued and unpaid interest on all of the Debentures to be Notes shall immediately become due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Such declaration Holders may be rescinded by holders not enforce the Indenture or the except as provided in the Indenture. The Trustee may require indemnification satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal of, or interest on, the Notes) if it determines that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultswithholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of If an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; with respect to certain bankruptcy events as provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Indenture) occurs and is continuing, the Trustee by notice to the Company, or the holders Holders of not less than at least 25% of aggregate in principal amount of the Debentures then outstanding, outstanding Securities by notice in writing to the Company (and to the Trustee, may, and the Trustee if given by at the Debentureholders)request of such Holders shall, may declare the principal of and all accrued interest on all the Debentures Securities to be due and payable immediately. Such If an Event of Default with respect to certain bankruptcy events as provided in the Indenture occurs and is continuing, the principal of and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Securityholders may be rescinded by holders not enforce the Indenture or the Securities or other Note Documents except as provided in the Indenture. Subject to the provisions of the Indenture relating to the duties of the Trustee if an Event of Default exists, the Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events 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 nonpayment a Default or Event of principal Default in payment of principal, premium, if any, or interest interest) if it determines that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultswithholding notice is in their interests.

Defaults and Remedies. The Indenture provides that Events of Default relating to the Trustee --------------------- will give Notes are defined in Section 6.01 of the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Indenture. If any Event of Default (other than as defined specified in Section 6.01(a)(8) or 6.01(a)(9) of the Indenture with respect to the Company) shall occur and be continuing with respect to the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may declare all unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Debentureholders)holders of the Notes) and upon any such declaration, may declare the principal of such principal, premium, if any, and all accrued interest on all the Debentures to be shall become due and payable immediately. Such Notwithstanding the foregoing, in the case of an Event of Default as specified in Section 6.01(a)(8) or 6.01(a)(9), with respect to Company occurs and is continuing, then all the Notes shall become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any holder. Holders may be rescinded by holders not enforce the Indenture, the Notes or the Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Debentures if all existing Events then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except nonpayment a Default relating to the payment of principal, premium, if any, or interest) if and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in their interest. The Holders of a majority in aggregate principal or interest that has become due solely because amount of the acceleration) have been cured then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes waive, rescind or waived cancel any existing Default or Event of Default and its consequences under the Indenture if the such waiver, rescission or cancellation would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of the principal of, premium on, if any, or interest, if any on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. The Indenture requires Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required within ten (10) Business Days after becoming aware of any Default, to file periodic reports with deliver to the Trustee as to a statement specifying such Default and any actions being taken by the absence of defaultsCompany and the Guarantors with respect thereto.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default with respect to the Notes (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except described in the case clause (8) or (9) of Default in the payment of principal of or interest on any Section 6.01 of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), Notes may declare the principal of the Notes and all any accrued interest on all the Debentures Notes to be due and payable immediately. Such declaration may be rescinded by holders If an Event of a majority Default described in clause (8) or (9) of Section 6.01 of the Indenture occurs with respect to the Company, the principal amount of and any accrued interest on the Debentures if all existing Events Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Trustee security and indemnity satisfactory to the Trustee. Except in the case of a Default or Event of Default (except nonpayment in payment of the principal of, premium, if any, or interest that has become due solely because on any Note (including payments pursuant to a redemption or repurchase of the acceleration) have been cured or waived and if Notes pursuant to the rescission would not conflict with any judgment or decree. The Indenture requires provisions of the Company to file periodic reports with Indenture), the Trustee may withhold the notice if and so long as to the absence board of defaultsdirectors, the executive committee or a trust committee of its directors and/or Responsible Officers in good faith determines that withholding the notice is in the interests of Holders.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default with respect to the Notes (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except described in the case clause (7) or (8) of Default in the payment of principal of or interest on any Section 6.01 of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), outstanding Notes may declare to be immediately due and payable the principal of the Notes and all any accrued interest on all the Debentures Notes to be due and payable immediately. Such declaration may be rescinded by holders If an Event of a majority Default described in clause (7) or (8) of Section 6.01 of the Indenture occurs with respect to the Company, the principal amount of and any accrued interest on the Debentures if all existing Events Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Trustee security and indemnity satisfactory to the Trustee. Except in the case of a Default or Event of Default (except nonpayment in payment of the principal of, premium, if any, or interest that has become due solely because on any Note (including payments pursuant to a redemption or repurchase of the acceleration) have been cured or waived and if Notes pursuant to the rescission would not conflict with any judgment or decree. The Indenture requires provisions of the Company to file periodic reports with Indenture), the Trustee may withhold the notice if and so long as to the absence board of defaultsdirectors, the executive committee or a trust committee of its directors and/or Responsible Officers in good faith determines that withholding the notice is in the interests of Holders.

Defaults and Remedies. The Indenture provides that This Senior Note has the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event Events of Default (as defined set forth in Section 4.1 of the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case If an Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% of aggregate in principal amount of the Debentures then outstandingSenior Notes, by notice in writing subject to the Company (and to the Trustee if given by the Debentureholders)certain limitations, may declare the principal of and all accrued interest on all the Debentures Senior Notes to be due and payable immediately. Such declaration Certain events of bankruptcy or insolvency are Events of Default and shall result in the Senior Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may be rescinded by holders not enforce the Indenture or the Senior Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Senior Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Debentures Senior Notes may direct the Trustee in its exercise of any trust or power. The Holders of a majority in principal amount of the Senior Notes then outstanding by written notice to the Trustee may rescind a declaration of acceleration if the rescission is prior to a judgment or decree for payment and if all existing Events of Default (have been cured or waived except nonpayment of principal or and interest that has become been due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in the Company to file periodic reports with interest of the Trustee as Holders. The above description of Events of Default and remedies is qualified by reference, and subject in its entirety, to the absence of defaultsmore complete description thereof contained in the Indenture.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice Subject to 6.02(2) of an uncured Default known to it, within 90 days after the occurrence of an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on if any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% of in aggregate principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), outstanding Notes may declare the principal of and all accrued interest on all the Debentures Notes to be due and payable immediately. Such declaration Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Debentures if 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 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 Events Default or Event of Default (and its consequences under the Indenture except nonpayment a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest that has become due solely because on the Notes or a covenant or provision of the acceleration) have been cured Indenture which cannot be modified or waived and if amended without the rescission would not conflict with any judgment or decreeconsent of the Holder of each outstanding Note affected. The Indenture requires 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 file periodic reports with deliver to the Trustee as a statement specifying such Default or Event of Default and the remedial action the Company proposes to the absence of defaultstake in connection therewith.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.1(a)(viii) or interest on any (ix) of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, then the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Securities may, by notice in writing to the Company (and to the Trustee if given by upon the Debentureholders)request of the Holders of not less than 25% in aggregate principal amount of the outstanding Securities shall, may declare the principal Default Amount of and all any accrued interest on all of the Debentures Securities to be due and payable immediatelyas provided in the Indenture. Such If an Event of Default specified in Section 6.1(a)(viii) or (ix) of the Indenture occurs with respect to the Company, the Default Amount shall ipso facto become and be due and immediately payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture, the Securities or any Guarantee except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture, the Securities or any Guarantee. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Securities may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of the Default Amount, principal or interest interest) if it determines that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultswithholding notice is in their interests.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.1(f) or interest on any (g) of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee or then the holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Securities (or, by notice in writing to the Company case of an Event of Default specified in Section 6.1 (and to a) or (b) of the Indenture, the Holders of not less than 25% of the aggregate principal amount of the outstanding Series so affected) may, or the Trustee if given by the Debentureholders)may, may declare the principal of and all of, premium, if any, plus accrued interest on all the Debentures interest, if any, to be due and payable immediately. Such If an Event of Default specified in Section 6.1(f) or (g) of the Indenture with respect to the Company occurs and is continuing, the principal of, premium, if any, and accrued interest on all of the Securities shall ipso facto become and be immediately due and payable subject to the prior payment in full of Senior Debt without any declaration or other act on the part of the Trustee or any Holder. Securityholders may be rescinded by holders not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Securities may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except nonpayment a default in payment of principal or interest that has become due solely because or a failure to comply with Article V of the accelerationIndenture) have been cured or waived and if the rescission would not conflict with any judgment or decreeit determines that withholding notice is in their interests. The Indenture requires the Company to file periodic reports with the Trustee as must furnish an annual compliance certificate to the absence of defaultsTrustee.

Defaults and Remedies. The Indenture provides that In the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence case of an Event of Default specified in clause (as defined in the Indenture)10) or (11) of Section 6.01 hereof, all outstanding Notes shall become due and payable immediately without further action or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on notice. If any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an other Event of Default occurs and is continuing, the Trustee Trustee, by written notice to the Company, or the holders Holders of not less than at least 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Company, may declare the principal of and all accrued interest on all the Debentures Notes to be due and payable immediately. Such declaration Holders may be rescinded by holders not enforce the Indenture, Security Documents or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Debentures if then outstanding Notes may direct the Trustee in its exercise of any trust or power. Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Events Default or Event of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and its consequences hereunder, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of interest, premium, if any, on, or the principal of, the Notes. The Indenture requires Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within 10 Business Days of any Officer of the Company becoming aware of any Default or Event of Default, to file periodic reports with deliver to the Trustee as to the absence a statement specifying such Default or Event of defaultsDefault.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event Events of Default (as defined relating to the Notes are set forth in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any Section 6.01 of the Debentures or Nineteenth Supplemental Indenture. If any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% of in aggregate principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), then-outstanding Notes may declare the principal of principal, premium, if any, interest and all accrued interest any other monetary obligations on all the Debentures then-outstanding Notes to be due and payable immediately. Such declaration Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may be rescinded by holders not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Debentures then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Required Holders by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if all existing Events of Default (except nonpayment of principal any, or interest that has become due solely because on, any of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decreeNotes. The Indenture requires Issuers are required to deliver to the Company to file periodic reports Trustee annually a statement regarding compliance with the Trustee as Indenture, and the Issuers are required within five (5) Business Days after becoming aware of any Default, to deliver to the absence of defaultsTrustee a statement specifying such Default.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case If an Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% in aggregate principal amount of Notes then outstanding, subject to certain limitations, may declare all the Notes to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being immediately due and payable upon the occurrence of such Events of Default without any further act of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee will be under no obligation to exercise any of its rights or powers under the Indenture, to act at the request or direction of any holder of Notes or may refuse to enforce the Indenture or the Notes unless it receives reasonable security or indemnity satisfactory to it against any loss, liability or expense. The Trustee may refuse to follow any request or direction that conflicts with law, the Indenture or the Notes, or that would involve the Trustee in personal liability. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Debentures Notes then outstanding may direct the Trustee in its exercise of any trust or power under the Indenture. The Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice in writing to the Company (Issuer and to the Trustee if given by the Debentureholders)Trustee, may declare rescind and annul any declaration of acceleration and its consequences except a Default in the payment of the principal of and all accrued or interest on all the Debentures to be due and payable immediately. Such declaration may be rescinded by holders a Note or a Default in respect of a majority in principal amount provision that under the Indenture cannot be amended without the consent of the Debentures if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultseach Noteholder adversely affected.

Defaults and Remedies. The Indenture provides that Senior Notes shall have the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event Events of Default (as defined set forth in Section 6.01 of the Indenture. Subject to certain limitations in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee by notice to the Company or the holders Holders of not less than at least 25% of in aggregate principal amount of the Debentures then outstanding, outstanding Senior Notes by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all accrued interest on all the Debentures Senior Notes to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all unpaid principal and interest accrued on the Senior Notes shall become due and payable immediately without further action or notice. Such declaration may be rescinded by holders The Holders of a majority in principal amount of the Debentures Senior Notes then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured . Holders may not enforce the Indenture or waived and if the rescission would not conflict with Senior Notes as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Senior Notes issued under the Indenture may direct the Trustee in its exercise of any judgment trust or decreepower. The Indenture requires the Company to file periodic reports with the Trustee as must furnish annually compliance certificates to the absence Trustee. The above description of defaultsEvents of Default and remedies is qualified by reference, and subject in its entirety, to the more complete description thereof contained in the Indenture.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.1(d) or interest on any (e) of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee or then the holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Series F Senior Notes may, by notice in writing to the Company (and to or the Trustee if given by the Debentureholders)may, may declare the principal of and all of, plus accrued interest on all the Debentures interest, if any, to be due and payable immediately. Such If an Event of Default specified in Section 6.1(d) or (e) of the Indenture with respect to the Company occurs and is continuing, the principal of and accrued interest on all of the Series F Senior Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of the Series F Senior Notes may be rescinded by holders not enforce the Indenture or the Series F Senior Notes except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Series F Senior Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Series F Senior Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders of the Series F Senior Notes notice of any continuing default (except nonpayment a default in payment of principal or interest that has become due solely because or a failure to comply with Article 5 of the accelerationIndenture) have been cured or waived and if the rescission would not conflict with any judgment or decreeit determines in good faith that withholding notice is in their interests. The Indenture requires the Company to file periodic reports with the Trustee as must furnish an annual compliance certificate to the absence of defaultsTrustee.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of Indenture. If an Event of Default (as defined occurs and is continuing under the Indenture, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare all Notes to be due and payable by notice in writing to the Issuer and the Trustee, in the Indenture)case of notice by Holders, specifying the respective Event of Default and that it is a “notice of acceleration” and the same shall become immediately due and payable; provided, that no such declaration may occur with respect to any action taken, and reported publicly or as soon as practicable after it learns to Holders, more than two years prior to the date of such declaration; provided, however, that, notwithstanding the foregoing, if an Event of Default which occurred more than 90 days beforehand; specified in Section 6.01(7) of the Indenture occurs with respect to the Issuer, all outstanding Notes shall become and be immediately due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided that, except in the case Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default in (except a Default or Event of Default relating to the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice Notes) if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee or the holders of not less than 25% of aggregate principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all accrued interest on all the Debentures to be due and payable immediately. Such declaration may be rescinded by holders of a majority in principal amount of the Debentures if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultstheir best interests.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.1(d) or interest on any (e) of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee or then the holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Series B Senior Notes may, by notice in writing to the Company (and to or the Trustee if given by the Debentureholders)may, may declare the principal of and all of, plus accrued interest on all the Debentures interest, if any, to be due and payable immediately. Such If an Event of Default specified in Section 6.1(d) or (e) of the Indenture with respect to the Company occurs and is continuing, the principal of and accrued interest on all of the Series B Senior Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of the Series B Senior Notes may be rescinded by holders not enforce the Indenture or the Series B Senior Notes except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Series B Senior Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Series B Senior Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders of the Series B Senior Notes notice of any continuing default (except nonpayment a default in payment of principal or interest that has become due solely because or a failure to comply with Article 5 of the accelerationIndenture) have been cured or waived and if the rescission would not conflict with any judgment or decreeit determines in good faith that withholding notice is in their interests. The Indenture requires the Company to file periodic reports with the Trustee as must furnish an annual compliance certificate to the absence of defaultsTrustee.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of If an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided thatspecified in clause (f), except in the case (g), (h) or (k) of Default in the payment of principal of or interest on any Section 6.01 of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Indenture) occurs and is continuing, then the Holders of at least 25% in aggregate principal amount of the outstanding Step-Up Notes may, by written notice, and the Trustee or upon the holders request of the Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Step-Up Notes shall, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all of, premium, if any, accrued interest and any other amounts (including, Additional Amounts and Default Interest, if any), on all the Debentures Step-Up Notes to be immediately due and payable. Upon any such declaration such amounts shall become due and payable immediately. Such If an Event of Default specified in clause (f), (g), (h) or (k) of Section 6.01 of the Indenture occurs and is continuing, then the principal of, premium, if any, accrued interest and any other amounts (including Additional Amounts and Default Interest, if any) on all the Step-Up Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Step-Up Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Step-Up Notes unless it has received indemnity satisfactory to it. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Debentures if all existing Events Step-Up Notes then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may, subject to certain exceptions set forth in the Indenture, withhold from Holders notice of any continuing Default or Event of Default (except nonpayment of principal or interest if it determines that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultswithholding notice is in their interest.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.01(6) or interest on any (7) of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Company, may and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare the all principal of and all accrued interest on all the Debentures Notes to be immediately due and payable immediatelyand (i) such amounts shall become immediately due and payable or (ii) if there are any amounts outstanding under or in respect of the Amended Credit Agreement, such amounts shall become due and payable upon the first to occur of an acceleration of amounts outstanding under or in respect of the Amended Credit Agreement or five Business Days after receipt by the Company and the representative of the holders of Indebtedness under or in respect of the Amended Credit Agreement, of notice of the acceleration of the Notes. Such If an Event of Default specified in Section 6.01(6) or (7) of the Indenture occurs with respect to the Company, the principal amount of and inter- 125 est on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal or interest interest) if it determines that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decreewithholding notice is in their interests. The Indenture requires the Company to file periodic reports with the Trustee as and each Guarantor must furnish an annual compliance certificate to the absence of defaultsTrustee.

Defaults and Remedies. The Indenture provides that Notes shall have the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event Events of Default (as defined set forth in Section 8.1 of the Indenture. Subject to certain limitations in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee by notice to the Company, or the holders of not less than at least 25% of in aggregate principal amount of the Debentures then outstanding, outstanding Notes by notice in writing to the Company (and to the Trustee if given by the Debentureholders)Trustee, may declare the principal of and all accrued interest on all the Debentures Notes to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all Notes shall become due and payable immediately without further action or notice. Such declaration may be rescinded by The holders of a majority in principal amount of the Debentures Notes then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured . Holders may not enforce the Indenture or waived and if the rescission would not conflict with Notes except as provided in the Indenture. Subject to certain limitations, holders of a majority in principal amount of the then outstanding Notes issued under the Indenture may direct the Trustee in its exercise of any judgment trust or decreepower. The Indenture requires the Company to file periodic reports with the Trustee as must furnish annually compliance certificates to the absence Trustee. The above description of defaultsEvents of Default and remedies is qualified by reference to, and subject in its entirety by, the more complete description thereof contained in the Indenture.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.01(f) or interest on any (g) of the Debentures or any amount due on redemption, Indenture with respect to the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Company) occurs and is continuing, then either the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstanding, by notice outstanding Notes (voting as a single class) (or in writing the case of an Event of Default specified in Section 6.01(a) or (b) of the Indenture with respect to the Company (and to Notes due 2015, the Holders of not less than 25% in aggregate Principal amount of the Notes due 2015) may, or the Trustee if given by at the Debentureholders)request of such Holders shall, may declare the principal of and all Principal of, plus accrued interest on all the Debentures interest, if any, to be due and payable immediately. Such If an Event of Default specified in Section 6.1(f) or (g) of the Indenture with respect to the Company occurs and is continuing, the principal of and accrued interest on all of the Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of Notes due 2015 may be rescinded by holders not enforce the Indenture or the Notes due 2015 except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Notes due 2015. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes (or in the case of an Event of Default specified in Section 6.01(a) or (b) of the Indenture with respect to the Notes due 2015, the Holders of at least a majority in principal amount of the Notes due 2015) may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes due 2015 notice of any continuing default (except nonpayment a default in payment of principal Principal or interest that has become due solely because or a failure to comply with Article 5 of the accelerationIndenture) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultsit determines in good faith that withholding notice is in their interests.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default specified in clause (as defined in 7) or (8) of Section 6.01 with respect to the Indenture)Company or any Guarantor occurs, all outstanding Notes shall become due and payable without any further action or as soon as practicable after it learns of notice. If an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case clause (1) or (2) of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemptionSection 6.01 occurs, the Trustee or the Holders of at least 25% in aggregate principal amount then outstanding Notes, by written notice to the Company and the Trustee, may withhold such notice if it in good faith determines that declare all amounts owing under the withholding Notes to be due and payable. If any other Event of such notice is in the interest of the Debentureholders. In case Default (other than an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Company or any Guarantor) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Company, may and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare the all principal of and all accrued interest on all the Debentures Notes to be immediately due and payable immediatelyand such amounts shall become immediately due and payable. Such declaration Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because on the Notes or a default in the observance or performance of any of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires obligations of the Company to file periodic reports with under Article Five of the Trustee as to the absence of defaultsIndenture) if it determines that withholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case of Default in the payment of principal of Section 6.01(a)(viii) or interest on any 6.01(a)(ix) of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Indenture) occurs and is continuing, then the Trustee by notice to the Company or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstanding, outstanding First Mortgage Notes by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all accrued interest on all of the Debentures First Mortgage Notes to be due and payable immediately. Such If an Event of Default specified in Section 6.01(a)(viii) or 6.01(a)(ix) of the Indenture occurs and is continuing, the principal of and interest on all of the First Mortgage Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the First Mortgage Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the First Mortgage Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding First Mortgage Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal or interest interest) if it determines that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decreewithholding notice is in their interests. The Indenture requires the Company to file periodic reports with the Trustee as must furnish compliance certificates to the absence of defaultsTrustee.

Defaults and Remedies. The Indenture provides that Subject to the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to itfollowing paragraph, within 90 days after the occurrence of if an Event of Default (as defined specified in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any of the Debentures or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Indenture occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% of aggregate in principal amount of the Debentures then outstanding, Securities may declare all the Securities by notice in writing to the Company (and to the Trustee if given by the Debentureholders), may declare the principal of and all accrued interest on all the Debentures to be due and payable immediately. Such declaration In addition, certain specified Events of Default will cause the Securities to become immediately due and payable without further action by the Holders. The sole remedy for an Event of Default relating to the Company’s failure to comply with the reporting obligations under Article 5 of the Indenture, and for any failure to comply with the requirements of Section 314(a)(1) of the TIA, will for the 365 days after the occurrence of such an Event of Default consist exclusively of the right to receive Additional Interest on the principal amount of the Securities at a rate equal to 0.25% per annum. Holders may be rescinded by holders 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 Debentures if all existing Events Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except nonpayment a Default or Event of principal Default in payment of principal, interest (including Contingent Interest and Additional Interest, if any) or interest premium, if any) if it determines that has become due solely because of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultswithholding notice is in their interest.

Defaults and Remedies. The Indenture provides that Events of Default are set forth in the Trustee --------------------- will give Indenture. Subject to certain limitations in the Debentureholders notice of an uncured Default known to itIndenture, within 90 days after the occurrence of if an Event of Default (as defined in the Indenture), or as soon as practicable after it learns of other than an Event of Default which occurred more than 90 days beforehand; provided that, except specified in the case clause (7) or (8) of Default in the payment of principal of or interest on Section 6.01 with respect to any of the Debentures Issuer or any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default Guarantor) occurs and is continuing, the Trustee or the holders Holders of not less than 25% of in aggregate principal amount of the Debentures then outstandingoutstanding Notes may, by written notice in writing to the Company (and to the Trustee if given by and the Debentureholders)Issuers, may and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare the all principal of and all accrued interest on all the Debentures Notes to be immediately due and payable immediatelyand such amounts shall become immediately due and payable. Such If an Event of Default specified in clause (7) or (8) of Section 6.01 occurs with respect to any Issuer or any Guarantor, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may be rescinded by holders not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Debentures if all existing Events then outstanding Notes may direct the Trustee in its exercise of Default any trust or power. The Trustee may withhold from Holders notice of any continuing default (except nonpayment a default in payment of principal principal, premium, if any, or interest that has become due solely because on the Notes or a default in the observance or performance of any of the accelerationobligations of the Issuers under Article Five of the Indenture) have been cured or waived and if the rescission would not conflict with any judgment or decree. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaultsit determines that withholding notice is in their best interests.

Defaults and Remedies. The Indenture provides that the Trustee --------------------- will give the Debentureholders notice of an uncured Default known to it, within 90 days after the occurrence of an Event Events of Default (as defined relating to the Notes are set forth in the Indenture), or as soon as practicable after it learns of an Event of Default which occurred more than 90 days beforehand; provided that, except in the case of Default in the payment of principal of or interest on any Section 6.01 of the Debentures or Eighteenth Supplemental Indenture. If any amount due on redemption, the Trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the Debentureholders. In case an Event of Default occurs and is continuing, the Trustee or the holders Holders of not less than at least 25% of in aggregate principal amount of the Debentures then outstanding, by notice in writing to the Company (and to the Trustee if given by the Debentureholders), then-outstanding Notes may declare the principal of principal, premium, if any, interest and all accrued interest any other monetary obligations on all the Debentures then-outstanding Notes to be due and payable immediately. Such declaration Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may be rescinded by holders not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Debentures then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Required Holders by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if all existing Events of Default (except nonpayment of principal any, or interest that has become due solely because on, any of the acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decreeNotes. The Indenture requires Issuers are required to deliver to the Company to file periodic reports Trustee annually a statement regarding compliance with the Trustee as Indenture, and the Issuers are required within five (5) Business Days after becoming aware of any Default, to deliver to the absence of defaultsTrustee a statement specifying such Default.