Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer) occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the outstanding Securities, in each case, by notice to the Issuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 30% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of such 60-day period. The Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, Securities by notice to the IssuersCompany, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the IssuersIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer) occurs shall occur and is be continuing, the Trustee or principal of all the Holders Notes may be declared due and payable in the manner and with the effect provided in the Indenture. Upon payment of at least 30% in principal the amount of the outstanding Securities, in each case, by notice to the Issuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be so declared due and payable. If an Event , all obligations of Default relating to certain events the Company in respect of bankruptcy, insolvency or reorganization the payment of an Issuer occurs, the principal of, premium, if any, of and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part terminate. No Holder of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenturehereunder (except actions for payment of overdue principal of, and premium, if any, or interest on such Notes in accordance with its terms), unless (i) such Holder has previously given written notice to the Trustee written notice that of a continuing Event of Default, specifying an Event of Default is continuingDefault, as required under the Indenture; (ii) the Holders of at least 30not less than 25% in aggregate principal amount of the outstanding Securities Outstanding Notes shall have requested made written request to the Trustee to institute proceedings in writing to pursue respect of such Event of Default in its own name as Trustee under the remedy, Indenture; (iii) such Holder or Holders have offered to the Trustee security or indemnity reasonably satisfactory to it against any lossthe costs, liability or expense, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee has not complied with failed to institute any such request within proceeding for 60 days after the its receipt of the such notice, request and the offer of security or indemnity indemnity; and (v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration Outstanding Notes, it being understood and intended that no one or more of such 60-day period. The Holders of a majority shall have any right in principal amount any manner whatever by virtue of, or by availing of, any provision of the outstanding Securities are given the right Indenture to direct the timeaffect, method and place of conducting any proceeding for any remedy available to the Trustee disturb or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to prejudice the rights of any other Holder of such Holders, or that would involve the Trustee in personal liability. Prior to taking obtain or to seek to obtain priority or preference over any action other of such Holders or to enforce any right under the Indenture, except in the Trustee manner provided in the Indenture and for the equal and ratable benefit of all of such Holders. The foregoing shall be entitled not apply to indemnification satisfactory to it in its sole discretion against all losses any suit instituted by the Holder of this Note for the enforcement of any payment of principal of, and expenses caused by taking premium, if any, or not taking such actioninterest hereon, on or after the respective due dates expressed or provided for herein.

Defaults and Remedies. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. At any time after such declaration of acceleration with respect to Securities of this series has been made, but before a judgment or decree for payment of money has been obtained by the Trustee as provided in the Indenture, if all Events of Default with respect to Securities of this series have been cured or waived (other than an Event the non-payment of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer) occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the outstanding Securities, Securities of this series which has become due solely by reason of such declaration of acceleration) then and in each every such case, by notice to the Issuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in aggregate principal amount of the outstanding Securities may rescind any Outstanding securities of such acceleration with respect series may, by written notice to the Securities Company and to the Trustee, rescind and annul such declaration and its consequencesconsequences on behalf of all of the Holders, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. If an Event As provided in and subject to the provisions of Default occurs and is continuingthe Indenture, the Trustee Holder of this Security shall be under no obligation to exercise any of not have the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator receiver or sequestrator (or similar official) trustee or for any other remedy under the Indenturethereunder, unless (ia) such Holder has shall have previously given the Trustee written notice that an of a continuing Event of Default is continuingwith respect to the Securities, (iib) the Holders of at least 30not less than 33% or a majority, as applicable, in principal amount of the outstanding Securities at the time Outstanding under the Indenture shall have requested made written request to the Trustee to institute proceedings in writing to pursue the remedyrespect of such Event of Default as Trustee, (iiic) such Holders Holder shall have offered the Trustee security or indemnity satisfactory to it the Trustee against any lossthe costs, liability or expenseexpenses and liabilities to be incurred in compliance with such request, (ivd) the Trustee has shall not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) have received from the Holders of a majority in principal amount of Securities at the outstanding Securities have not given time Outstanding under the Trustee Indenture a written direction inconsistent with such request prior to and (e) the expiration Trustee for 90 days after its receipt of such 60-day periodnotice and offer of indemnity from the Holder, and request from the Holders, shall have failed to institute any such proceeding. The Holders of a majority foregoing shall not apply to certain suits described in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, including any suit instituted by the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking Holder of this Security for the enforcement of any payment of principal hereof or not taking such actionany premium or interest hereon on or after the respective due dates expressed herein.

Defaults and Remedies. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. At any time after such declaration of acceleration with respect to Securities of this series has been made, but before a judgment or decree for payment of money has been obtained by the Trustee as provided in the Indenture, if all Events of Default with respect to Securities of this series have been cured or waived (other than an Event the non-payment of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer) occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the outstanding Securities, in each case, Securities of this series which has become due solely by notice to the Issuers, may declare the principal of, premium, if anyreason of such declaration of acceleration) then, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstancesin every such case, the Holders of a majority in aggregate principal amount of the outstanding Securities may rescind any Outstanding securities of such acceleration with respect series may, by written notice to the Securities Company and to the Trustee, rescind and annul such declaration and its consequencesconsequences on behalf of all of the Holders, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. If an Event As provided in and subject to the provisions of Default occurs and is continuingthe Indenture, the Trustee Holder of this Security shall be under no obligation to exercise any of not have the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) trustee or for any other remedy under the Indenturethereunder, unless (ia) such Holder has shall have previously given the Trustee written notice that an of a continuing Event of Default is continuingwith respect to the securities, (iib) the Holders of at least 30not less than 33% or a majority, as applicable, in principal amount of the outstanding Securities at the time Outstanding under the Indenture shall have requested made written request to the Trustee to institute proceedings in writing to pursue the remedyrespect of such Event of Default as Trustee, (iiic) such Holders Holder shall have offered the Trustee security or indemnity satisfactory to it the Trustee against any lossthe costs, liability or expenseexpenses and liabilities to be incurred in compliance with such request, (ivd) the Trustee has shall not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) have received from the Holders of a majority in principal amount of Securities at the outstanding Securities have not given time Outstanding under the Trustee Indenture a written direction inconsistent with such request prior to and (e) the expiration Trustee for 90 days after its receipt of such 60-day periodnotice and offer of indemnity from the Holder, and request from the Holders shall have failed to institute any such proceeding. The Holders of a majority foregoing shall not apply to certain suits described in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, including any suit instituted by the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking Holder of this Security for the enforcement of any payment of principal hereof or not taking such actionany premium or interest hereon on or after the respective due dates expressed herein.

Defaults and Remedies. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. At any time after such declaration of acceleration with respect to Securities of this series has been made, but before a judgment or decree for payment of money has been obtained by the Trustee as provided in the Indenture, if all Events of Default with respect to Securities of this series have been cured or waived (other than an Event the non-payment of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer) occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the outstanding Securities, in each case, Securities of this series which has become due solely by notice to the Issuers, may declare the principal of, premium, if anyreason of such declaration of acceleration) then, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstancesin every such case, the Holders of a majority in aggregate principal amount of the outstanding Securities may rescind any Outstanding securities of such acceleration with respect series may, by written notice to the Securities Company and to the Trustee, rescind and annul such declaration and its consequencesconsequences on behalf of all of the Holders, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. If an Event As provided in and subject to the provisions of Default occurs and is continuingthe Indenture, the Trustee Holder of this Security shall be under no obligation to exercise any of not have the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator receiver or sequestrator (or similar official) trustee or for any other remedy under the Indenturethereunder, unless (ia) such Holder has shall have previously given the Trustee written notice that an of a continuing Event of Default is continuingwith respect to the Securities, (iib) the Holders of at least 30not less than 33% or a majority, as applicable, in principal amount of the outstanding Securities at the time Outstanding under the Indenture shall have requested made written request to the Trustee to institute proceedings in writing to pursue the remedyrespect of such Event of Default as Trustee, (iiic) such Holders Holder shall have offered the Trustee security or indemnity satisfactory to it the Trustee against any lossthe costs, liability or expenseexpenses and liabilities to be incurred in compliance with such request, (ivd) the Trustee has shall not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) have received from the Holders of a majority in principal amount of Securities at the outstanding Securities have not given time Outstanding under the Trustee Indenture a written direction inconsistent with such request prior to and (e) the expiration Trustee for 90 days after its receipt of such 60-day periodnotice and offer of indemnity from the Holder, and request from the Holders, shall have failed to institute any such proceeding. The Holders of a majority foregoing shall not apply to certain suits described in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, including any suit instituted by the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking Holder of this Security for the enforcement of any payment of principal hereof or not taking such actionany premium or interest hereon on or after the respective due dates expressed herein.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Issuers or a Significant Subsidiary) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the IssuersIssuers and a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Issuers or a Significant Subsidiary occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders holders of at least 30% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the IssuersIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Issuers or a Significant Subsidiary) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the Issuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Issuers or a Significant Subsidiary occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer) occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the outstanding Securities, in each case, by notice to the Issuers, may declare the principal of, premium, if any, and accrued but unpaid interest (including Additional Interest, if any) on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 30% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of such 60-day period. The Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the IssuersIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested Notes make a written request to the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders holders of at least 3033% in principal amount of all outstanding Notes under the outstanding Securities, in each case, Indenture by notice to the Issuers, Issuer (with a copy to the Trustee) may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes under the Indenture to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders The holders of a majority in principal amount of all outstanding Notes under the outstanding Securities Indenture may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have No holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Indenture unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 3033% in principal amount of all the outstanding Securities Notes under the Indenture have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of all the outstanding Securities Notes under the Indenture have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of all outstanding Notes under the outstanding Securities Indenture are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an IssuerHoldings or the Company) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the IssuersCompany, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer Holdings or the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee or the Holders holders of at least 30% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the IssuersCompany, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or and security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or and indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liabilityor financial liability and security. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders holders of at least 30% in principal amount of the outstanding Securities, in each case, Notes by notice to the IssuersIssuer with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such notification of such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities 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 Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture or the Security Documents at the written request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, the Notes or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Security Documents unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in principal amount of the outstanding Securities Notes have requested in writing that the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such holders) or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Issuers) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the Issuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders holders of at least 30% in principal amount of the outstanding Securities, in each case, Notes by notice to the Issuers, Issuers may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have No holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Indenture unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders of at least 30% in a majority, by aggregate principal amount amount, of the outstanding Securities, in each case, by notice to the Issuers, Notes may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, of and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 30% in a majority, by aggregate principal amount amount, of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an IssuerHoldings) occurs and is continuing, the Trustee by notice to the Issuer or the Holders holders of at least 30% in principal amount of the outstanding Securities, in each case, Notes by notice to the IssuersIssuer with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture or the Security Documents at the written request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in principal amount of the outstanding Securities Notes have requested in writing that the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee by notice to the Company or the Holders holders of at least 3025% in principal amount of the outstanding Securities, in each case, Notes by notice to the IssuersCompany, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under vested in it by the Indenture at the request or direction of any of the Holders holders pursuant to the Indenture, unless such Holders holders have offered to the Trustee indemnity or security satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it against any loss, liability in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 3025% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders holders of a majority in principal amount of the outstanding Securities are given the right to Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified, or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If Except as specified in the Indenture, if an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee or the Holders of at least 3025% in aggregate principal amount of the outstanding Securities, in each case, by notice to the Issuers, Notes may declare the principal of, premium, if any, amount of the Notes and accrued but and unpaid interest on all the Securities outstanding Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, amount of the Notes and accrued and unpaid interest on all the Securities outstanding Notes shall automatically become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in aggregate principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and expense. Subject to certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when dueexceptions, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder has previously given the Trustee written notice that of an Event of Default is continuingDefault, (ii) the Holders of at least 3025% in aggregate principal amount of the outstanding Securities Notes have requested made a written request to the Trustee in writing to pursue the remedyremedy and offered reasonable security or indemnity against any costs, liability or expense of the Trustee, (iii) such Holders have offered the Trustee security or fails to comply with such request within 60 calendar days after receipt of such request and the offer of indemnity satisfactory to it against any loss, liability or expense, and (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) received an inconsistent direction from the Holders of a majority in aggregate principal amount of the outstanding Securities have not given Notes. Subject to certain restrictions, the Trustee a written direction inconsistent with such request prior to the expiration of such 60-day period. The Holders of a majority in aggregate principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding proceedings for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liabilityliability or expense for which the Trustee has not received adequate indemnity as determined by it in good faith; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. No reference herein to the Indenture and no provision of this Note or of the Indenture shall impair, as among the Company and the Holder of the Notes, the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, at the rate and in the coin or currency herein and in the Indenture prescribed.

Defaults and Remedies. If an Event of Default (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders holders of at least 30% in principal amount of the outstanding Securities, in each case, Notes by notice to the Issuers, Issuers may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, Securities by notice to the IssuersCompany, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders holders of at least 30% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the IssuersIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in principal amount of the outstanding Securities Notes of the applicable series have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes of the applicable series have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, either (i) the Trustee by notice to the Issuers or (ii) the Holders holders of at least 30% in aggregate principal amount of the outstanding Securities, in each case, Notes by notice to the Issuers, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal, premium and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the The Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture or the Security Documents at the request or direction of any of the Holders holders unless such Holders holders have offered and, if requested, provided to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in aggregate principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iiiii) such Holders holders have offered and, if requested, provided to the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iviii) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (viv) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders holders of at least 30% in aggregate principal amount of the outstanding Securities, in each case, Notes by notice to the IssuersIssuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in aggregate principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. For the avoidance of doubt, no premium in respect of the Notes shall be payable as a result of any Default or Event of Default.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Issuers) occurs and is continuing, the Trustee by notice to the Issuers or the Holders holders of at least 30% in aggregate principal amount of the outstanding Securities, in each case, Notes by notice to the Issuers, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture or the Security Documents at the written request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in aggregate principal amount of the outstanding Securities Notes have requested in writing that the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee by written notice to the Company or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, Notes by written notice to the IssuersCompany and the Trustee, may declare the principal of, premium, if any, interest and accrued but unpaid interest any other monetary obligations on all the Securities Notes to be due and payablepayable immediately. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities Notes have requested the Trustee Trustee, in writing writing, to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses losses, liabilities and expenses that may be caused by taking or not taking such action. The Company is required to deliver to the Trustee, annually, a certificate indicating whether the signer thereof knows of any Default that occurred during the previous year.

Defaults and Remedies. If an Event of Default (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders holders of at least 3025% in principal amount of the outstanding Securities, in each case, Notes by notice to the Issuers, Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders holders of at least 30% in principal amount of the outstanding Securities, in each case, Notes by notice to the IssuersIssuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under vested in it by the Indenture at the request or direction of any of the Holders holders pursuant to the Indenture, unless such Holders holders have offered to the Trustee indemnity or security satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it against any loss, liability in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders holders of a majority in principal amount of the outstanding Securities are given the right to Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified, or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event as a result of Default relating to certain events of bankruptcy, insolvency the bankruptcy provisions or reorganization of an Issuerthe winding up provisions) occurs and is continuing, the Trustee or the Holders of at least 3025 % in aggregate principal amount of the Securities then outstanding Securities, in each case, by notice to the Issuers, Issuer may declare the principal of, premium, if any, or and accrued but unpaid interest on all the Securities to be due and payablepayable in the manner, at the time and with the effect provided in the Indenture. If an Event of Default relating to certain events of bankruptcy, insolvency the bankruptcy provisions or reorganization of an Issuer occursthe winding up provisions, the unpaid principal of, premium, if any, of and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the Securities then outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If Subject to the provisions of each Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the such Indenture at the request or direction of any of the Holders of the Securities unless such Holders have offered to the Trustee has been offered an indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Securities or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, unless Indenture unless: (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, , (ii) the Holders of at least 3025% in aggregate principal amount of the then outstanding Securities have requested the Trustee in writing to pursue the remedy, , (iii) such Holders have offered the Trustee has been offered security or indemnity satisfactory to it the Trustee against any loss, liability or expense, , (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and satisfactory to the Trustee, and (v) the Holders of a majority in aggregate principal amount of the then outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the then outstanding Securities are shall be given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or the relevant Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would may involve the Trustee in personal liability. Prior to taking any action under the relevant Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, Securities by notice to the IssuersCompany, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Administrative Agent under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the Issuers, Securities may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, of and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification or security reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company or any Significant Subsidiary) occurs and is continuing, the Trustee or the Holders holders of at least 30% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the Issuers, may declare the principal of, premium, if any, and accrued but unpaid interest on on, all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an any Issuer occurs, the principal of, premium, if any, and interest on on, all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee, in its sole discretion, against any loss, liability or expense and certain other conditions are complied withsuch request is otherwise in compliance with the terms of the Indenture. Except to enforce the right to receive payment of principal, premium (if any) principal or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it the Trustee, in its sole discretion, against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liabilityliability or expense for which it is not adequately indemnified. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders holders of at least 30% in principal amount of the outstanding SecuritiesNotes of such series, in each case, by notice to the IssuersIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in principal amount of the outstanding Securities Notes of the applicable series have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes of the applicable series have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Issuers) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the Issuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, Securities by notice to the IssuersCompany, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Administrative Agent under the Credit Agreement and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating specified in Section 6.01(f) or (g) in the Indenture with respect to certain events of bankruptcy, insolvency the Company or reorganization of an the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders holders of at least 30% in aggregate principal amount of the outstanding Securities, in each case, Notes by notice to the IssuersIssuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency the Company or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture or the Security Documents at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it against any loss, liability in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in aggregate principal amount of the outstanding Securities Notes have requested in writing the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such written request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified, or subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such holders) or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an either Issuer) occurs and is continuing, the Trustee or the Holders of at least 3025% in aggregate principal amount at maturity of the outstanding Securities, in each case, by notice to the Issuers, may declare the principal Accreted Value of, premium, if any, and accrued but unpaid interest interest, if any, on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an either Issuer occurs, the principal Accreted Value of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in aggregate principal amount at maturity of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders Issuers unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principalAccreted Value, premium (premium, if any) , or interest interest, if any, when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in aggregate principal amount at maturity of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in aggregate principal amount at maturity of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in aggregate principal amount at maturity of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) with respect to Securities of this series occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, Securities of this series by notice to the IssuersCompany and the Trustee, may declare the principal of, premium, if any, and accrued but and unpaid interest interest, and any other monetary obligations on all the Securities of this series to be due and payablepayable immediately. Upon the effectiveness of such declaration, such principal, premium, interest and other monetary obligations will be due and payable immediately. If an Event of Default relating to certain events of a bankruptcy, insolvency or reorganization of an Issuer occursthe Company occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest and any other monetary obligations on all the Securities shall of this series will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities of this series may rescind any such acceleration with respect to the Securities of this series and its consequences. If an Event As provided in and subject to the provisions of Default occurs and is continuingthe Indenture, the Trustee Holder of this Security shall be under no obligation to exercise any of not have the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, proceeding with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator receiver or sequestrator (or similar official) trustee or for any other remedy under the Indenturethereunder, unless (i) such Holder has shall have previously given the Trustee written notice that an of a continuing Event of Default is continuingwith respect to the Securities of this series, (ii) the Holders of at least 30not less than 25% in principal amount of the outstanding Securities of this series at the time Outstanding shall have requested made written request to the Trustee to institute proceedings in writing to pursue the remedy, (iii) respect of such Holders have Event of Default as Trustee and offered the Trustee security indemnity, security, or indemnity both, satisfactory to it the Trustee, against any lossthe costs, liability or expenseexpenses and liabilities to be incurred in compliance with such request, (iv) and the Trustee has shall not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) have received from the Holders of a majority in principal amount of Securities of this series at the outstanding Securities have not given the Trustee time Outstanding a written direction inconsistent with such request prior to the expiration within sixty (60) days after receipt of such 60-day period. The Holders of a majority in principal amount of the outstanding Securities are given the right to direct the timenotice, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled have failed to indemnification satisfactory institute any such proceeding for sixty (60) days after receipt of such notice, request and offer of indemnity and/or security. The foregoing shall not apply to it in its sole discretion against all losses and expenses caused any suit instituted by taking the Holder of this Security for the enforcement of any payment of principal hereof or not taking such actionany premium or interest hereon on or after the respective due dates expressed herein.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerreorganization) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the Issuers, Securities may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer occurs, the principal of, premium, if any, of and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the IssuersIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it secu- rity against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Issuers) occurs and is continuing, the Trustee by notice to the Issuers or the Holders holders of at least 30% in principal amount of the outstanding Securities, in each case, Notes by notice to the Issuers, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness (as defined in the Indenture) remains outstanding, no such acceleration shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Issuers and the Representative under the First Lien Credit Agreement (as defined in the Indenture) and (2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an either Issuer) occurs and is continuing, the Trustee or the Holders of at least 3025% in aggregate principal amount at maturity of the outstanding Securities, in each case, by notice to the Issuers, may declare the principal Accreted Value of, premium, if any, and accrued but unpaid interest interest, if any, on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an either Issuer occurs, the principal Accreted Value of, premium, if any, and interest interest, if any, on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in aggregate principal amount at maturity of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders Issuers unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principalAccreted Value, premium (premium, if any) , or interest interest, if any, when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in aggregate principal amount at maturity of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in aggregate principal amount at maturity of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in aggregate principal amount at maturity of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee by written notice to the Issuer or the Holders of at least 30% in of the aggregate principal amount of the outstanding Securities, in each case, Securities by written notice to the IssuersIssuer and the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest interest, on all the Securities to be due and payable. Upon such a declaration, such principal and interest, will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all 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 Holders. Under certain circumstances, the The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such an acceleration with respect to the Securities and its consequencesconsequences 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 acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or and/or security (which may include pre-funding) satisfactory to it against any lossall losses, liability liabilities and expenses which might be Incurred by it in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such the Holder has previously given gives to the Trustee written notice stating that an Event of Default is continuing, (ii) the Holders of at least 30% in of the aggregate principal amount of the Securities then outstanding Securities have requested make a written request to the Trustee in writing to pursue the remedy, (iii) such Holder or Holders have offered offer to the Trustee security or indemnity (which may include pre-funding) satisfactory to it against any loss, liability or expense, (iv) the Trustee has does not complied comply with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have do not given give the Trustee a written direction inconsistent with such the request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the Securities then outstanding Securities are given the right to may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any action or forbearance is unduly prejudicial to such Holders) or that would involve the Trustee in personal liability, provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification and/or security (which may include pre-funding) satisfactory to it in its sole discretion against all losses losses, liabilities and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event Certain events of bankruptcy or insolvency are Events of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer) occurs and is continuing, that will result in the Trustee or the Holders of at least 30% in principal amount of the outstanding Securities, in each case, by notice to the Issuers, may declare the principal of, together with premium, if any, and accrued but and unpaid interest on all the Securities to be and Special Interest, if any, thereon, becoming due and payablepayable immediately upon the occurrence of such Events of Default. If an any other Event of Default relating with respect to certain events the Securities occurs and is continuing, then in every such case the Trustee or the Holders of bankruptcy, insolvency or reorganization not less than 25% in aggregate principal amount of an Issuer occurs, the Securities then outstanding may declare the principal ofamount of all the Securities, together with premium, if any, and accrued and unpaid interest on all the Securities shall become immediately and Special Interest, if any, thereon, to be due and payable without immediately in the manner and with the effect provided in the Indenture. Notwithstanding the preceding sentence, however, if at any time after such a declaration or other act on the part of the Trustee or any Holders. Under certain circumstancesacceleration has been made, the Holders of a majority in principal amount of the outstanding Securities Securities, by written notice to the Trustee, may rescind such declaration and annul its consequences if the rescission would not conflict with any such acceleration judgment or decree of a court already rendered and if all Events of Default with respect to the Securities and its consequences. If an Event of Default occurs and is continuingSecurities, other than the Trustee shall be under no obligation to exercise any nonpayment of the rights principal, premium, if any, or powers under interest and Special Interest, if any, which has become due solely by such declaration acceleration, shall have been cured or shall have been waived. No such rescission shall affect any subsequent default or shall impair any right consequent thereon. Holders of Securities may not enforce the Indenture at or the request or direction of any of Securities except as provided in the Holders unless such Holders have offered to the Indenture. The Trustee may require indemnity or security satisfactory to it against any lossbefore it enforces the Indenture or the Securities. Subject to certain limitations, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 30% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities have not given may direct the Trustee a written direction inconsistent with such request prior to the expiration in its exercise of such 60-day period. The Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionpower.

Defaults and Remedies. If an Event of Default (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders holders of at least 3033% in principal amount of all outstanding Notes under the outstanding Securities, in each case, Indenture by notice to the Issuers, Issuer (with a copy to the Trustee) may declare the principal of, premiumpremium (including the cash value of any IPO Redemption Premium), if any, and accrued but unpaid interest on all the Securities Notes under the Indenture to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premiumpremium (including the cash value of any IPO Redemption Premium), if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders The holders of a majority in principal amount of all outstanding Notes under the outstanding Securities Indenture may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have No holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Indenture unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 3033% in principal amount of all the outstanding Securities Notes under the Indenture have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of all the outstanding Securities Notes under the Indenture have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of all outstanding Notes under the outstanding Securities Indenture are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the IssuersIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payablepayable provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Issuer and the Representative under the Credit Facilities and (2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal, premium, if any, and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it the Trustee against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal or financial liability. Prior to taking any action under the IndentureIndenture at the instruction of Holders in respect of an Event of Default, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the IssuersCompany, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Issuers) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by written notice to the Issuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders holders of at least 3025% in principal amount of the outstanding Securities, in each case, Notes by notice to the IssuersIssuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under vested in it by the Indenture at the request or direction of any of the Holders holders pursuant to the Indenture, unless such Holders holders have offered to the Trustee indemnity or security satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it against any loss, liability in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 3025% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders holders of a majority in principal amount of the outstanding Securities are given the right to Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified, or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the outstanding Securities, in each case, Securities by notice to the Issuers, may declare the principal of, premium, if any, interest and accrued but unpaid interest any other monetary obligations on all the Securities to be due and payablepayable immediately. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 30% in principal amount of the outstanding Securities have requested the Trustee Trustee, in writing writing, to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses that may be caused by taking or not taking such action. The Issuers are required to deliver to the Trustee, annually, a certificate indicating whether the signer thereof knows of any Default that occurred during the previous year.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Issuers) occurs and is continuing, the Trustee by notice to the Issuers or the Holders holders of at least 3025% in principal amount of the outstanding Securities, in each case, Notes by notice to the Issuers, Issuers (with a copy to the Trustee) may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an Issuer the Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders The holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequencesconsequences if: (a) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by the declaration of acceleration, have been cured or waived; and (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders, unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 3025% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders holders of a majority in principal amount of the outstanding Securities are given the right to Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of an IssuerHoldings) occurs and is continuing, the Trustee or the Holders holders of at least 30% in principal amount of the outstanding Securities, in each case, Notes by notice to the Issuers, Issuers may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee by notice to the Company or the Holders holders of at least 3025% in principal amount of the outstanding Securities, in each case, Notes by notice to the IssuersCompany, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under vested in it by the Indenture at the request or direction of any of the Holders holders pursuant to the Indenture, unless such Holders holders have offered to the Trustee indemnity or security satisfactory to the Trustee against the costs, expenses and liabilities which might be Incurred by it against any loss, liability in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 3025% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders holders of a majority in principal amount of the outstanding Securities are given the right to Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified, or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the outstanding Securities, in each case, by notice to the Issuers, Securities may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities to be due and payablepayable provided, however, that, so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of (i) acceleration of any such Indebtedness under the Senior Credit Facilities or (ii) five Business Days after the giving of written notice to the Company and the administrative agent under the Senior Credit Facilities of such acceleration. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, of and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 30% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerreorganization) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, Securities by notice to the Issuers, Company and the Trustee may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer occursoccurs and is continuing, the principal of, premium, if any, of and interest on all 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 Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration with respect to the Securities and its consequencesconsequences (including any payment Default that directly resulted from such acceleration). No such rescission will affect any subsequent Default or impair any right consequent thereto. Any time period in the Indenture to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability liability, claim or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given to the Trustee written notice stating that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested made a written request to the Trustee in writing to pursue the remedy, (iii) such Holder or Holders have offered to the Trustee security or indemnity satisfactory to it against any loss, liability liability, claim or expense, (iv) the Trustee has not complied with such request within 60 sixty (60) days after the receipt of the request thereof and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an either Issuer) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, Securities by notice to the Issuers, Issuers may declare the principal of, premium, if any, of and accrued but unpaid interest and Additional Amounts, if any, on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an either Issuer occurs, the principal of, premiumof and interest and Additional Amounts, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (premium, if any) , interest or interest Additional Amounts, if any, when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Parent) occurs and is continuingcontinuing with respect to the Notes, the Trustee by notice to the Parent or the Holders holders of at least 3025% in principal amount of the outstanding Securities, in each case, Notes by notice to the IssuersParent, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payablepayable with respect to the Notes. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating specified in Section 6.01(f) or (g) with respect to certain events of bankruptcy, insolvency or reorganization of an Issuer the Parent occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders The holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under vested in it by the Indenture at the request or direction of any of the Holders holders pursuant to the Indenture, unless such Holders holders have offered and, if requested, provided to the Trustee indemnity or security satisfactory to the Trustee against the costs, expenses and liabilities which might be Incurred by it against any loss, liability in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 3025% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered and, if requested, provided the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders holders of a majority in principal amount of the outstanding Securities are given the right to Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Notes. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liabilityliability (it being understood that the Trustee shall have no obligation to ascertain whether or not such direction is unduly prejudicial to any other holder). Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerreorganization) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, Securities by notice to the IssuersCompany, with a copy to the Trustee, may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer occursoccurs and is continuing, the principal of, premium, if any, of and interest on all 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 Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities by notice to the Company, with a copy to Trustee, may rescind any such acceleration with respect to the Securities and its consequencesconsequences (including any payment Default that directly resulted from such acceleration). No such rescission will affect any subsequent Default or impair any right consequent thereto. Any time period in the Indenture to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability liability, claim or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given to the Trustee written notice stating that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested made a written request to the Trustee in writing to pursue the remedy, (iii) such Holder or Holders have offered to the Trustee security or indemnity satisfactory to it against any loss, liability liability, claim or expense, (iv) the Trustee has not complied with such written request within 60 sixty (60) days after the receipt of the request thereof and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, 2027 First Priority Notes by notice to the IssuersCompany, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities 2027 First Priority Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, and interest on all the Securities 2027 First Priority Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities 2027 First Priority Notes may rescind any such acceleration with respect to the Securities 2027 First Priority Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, 2027 First Priority Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities 2027 First Priority Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities 2027 First Priority Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities 2027 First Priority Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Issuers) occurs and is continuing, the Trustee by notice to the Issuers or the Holders holders of at least 30% in principal amount of the outstanding Securities, in each case, Notes by notice to the Issuers, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness (as defined in the Indenture) remains outstanding, no such acceleration shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Issuers and the administrative agent under the First Lien Credit Agreement (as defined in the Indenture) and (2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating specified in Section 6.01(g) or (h) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders holders of at least 3025% in principal amount of the outstanding Securities, in each case, Notes by notice to the IssuersIssuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating specified in Section 6.01(g) or (h) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under vested in it by the Indenture at the request or direction of any of the Holders holders pursuant to the Indenture, unless such Holders holders have offered to the Trustee indemnity or security satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it against any loss, liability in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 3025% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders holders of a majority in principal amount of the outstanding Securities are given the right to Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified, or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating related to certain events of bankruptcy, insolvency or reorganization with respect to BP I, BP II, an Issuer or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer) occurs and is continuing, the Trustee or the Holders holders of at least 3025% in principal amount of the outstanding Securities, in each case, Senior Secured Notes by notice to the Issuers, Trustee and the Issuers may declare the principal of, premium, if any, and accrued but unpaid interest (including additional interest, if any) on all the Securities Senior Secured Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization with respect to BP I, BP II, an Issuer or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Senior Secured Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the The Holders of a majority in principal amount of the outstanding Securities Senior Secured Notes by 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 acceleration. No such acceleration with respect rescission shall affect any subsequent Default or impair any right consequent thereto. Subject to provisions of the Senior Secured Notes Indenture relating to the Securities and its consequences. If duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall will be under no obligation to exercise any of the rights or powers under the Senior Secured Notes Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Senior Secured Notes Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Senior Secured Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities Senior Secured Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Senior Secured Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Senior Secured Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Senior Secured Notes Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Senior Secured Notes Indenture, the Trustee shall will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default xxxxxx (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the IssuersIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the IssuersIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an IssuerHoldings) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the Issuers, Securities may declare the principal Accreted Value of, premiumor, if anyafter May 14, 2004, the principal of and accrued but unpaid interest on on, all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer Holdings occurs, the principal Accreted Value of, premiumor, if anyafter May 14, 2004, the principal of and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event with respect to Securities of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer) occurs this series shall occur and is be continuing, the Trustee or the Holders of at least 30% in principal amount of the outstanding Securities, in each case, by notice to the Issuers, Securities of this series may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately declared due and payable without any declaration or other act on in the part of manner and with the Trustee or any Holderseffect provided in the Indenture. Under certain circumstances, the Holders of 1 Adapt as necessary if securities will be issued via an Officers Certificate rather than a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect supplemental indenture. [No Recourse. Prior to the Securities Separations and its consequences. If an Event of Default occurs and is continuingDistributions (each as defined in the [ ] Supplemental Indenture), the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have any right to institute any proceedingno recourse (whether legal, judicial equitable or otherwise, with respect including without limitation, any right of attachment, judgment or levy or any recourse to the proceeds from any sale or other disposition thereof) against the assets of The Dow Chemical Company (“Historical Dow”) and E. I. du Pont de Nemours and Company (“Historical DuPont”) and/or their respective subsidiaries except to the extent of any specialty products assets that will be part of DuPont (as defined in the [ ] Supplemental Indenture) after the Separations and Distributions, and subsequent to the Separations and Distributions, Holders shall have no recourse (whether legal, equitable or for otherwise, including without limitation, any right of attachment, judgment or levy or any recourse to the appointment proceeds from any sale or other disposition thereof) against Dow, Corteva (each as defined in the [ ] Supplemental Indenture) and/or their respective subsidiaries (including their assets or equity and that of a receivertheir subsidiaries). Additionally, assigneeHolders shall have no recourse (whether legal, trusteeequitable or otherwise, liquidator including without limitation, any right of attachment, judgment or sequestrator (levy or similar officialany recourse to the proceeds from any sale or other disposition thereof) against the direct or for any other remedy under indirect equity interest that DowDuPont holds or will hold in Historical Dow, Historical DuPont, Dow, Corteva and/or their respective subsidiaries. For the Indentureavoidance of doubt, unless (i) such Holder has previously given Holders will only have recourse against the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 30% in principal amount assets of the outstanding Securities have requested the Trustee in writing to pursue the remedy, Company (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration Separations and Distributions, only recourse against the specialty products assets held by Historical Dow and Historical DuPont and/or their respective subsidiaries that will be part of such 60-day period. The Holders of a majority DuPont (as defined in principal amount of the outstanding Securities are given [ ] Supplemental Indenture) after the right to direct the time, method Separations and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.Distributions.]2

Defaults and Remedies. If an Event of Default (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Issuer or Holdings I) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the Issuers, Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer or Holdings I occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders holders of at least 3025% in principal amount of the outstanding Securities, in each case, Notes by notice to the Issuers, Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 3025% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses losses, liabilities and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the Issuers, Notes may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities Notes to be due and payable, subject to Acceleration Forbearance Periods as set forth below. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, of and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If (A) Any one of the following shall be a default by Tenant: (1) if Tenant fails to pay Rent, Security Deposit or other money, or to provide a certificate of insurance or to provide an Event of Default estoppel certificate as required by Article 27 when due, or (2) if Tenant fails to perform or observe any agreement or condition on its part to be performed or observed, other than the defaults mentioned in the preceding clause (1) or in clauses (3) through (8) below, or if Tenant defaults under any other lease or agreement between Tenant and Landlord or an Event affiliate of Default relating to certain events Landlord, or (3) if Tenant's leasehold interest is levied on, attached or taken by any process of law, or (4) if Tenant makes an assignment of its property for the benefit of creditors, or (5) if any bankruptcy, insolvency or reorganization proceeding or arrangement with creditors (whether through court or by proposed composition with creditors) is commenced by or against Tenant, or (6) if a receiver or trustee is appointed for any of an IssuerTenant's property, or (7) if this Lease is transferred to or devolves on, or the Leased Premises is occupied by, anyone other than Tenant except if specifically permitted by this Lease, or (8) if Tenant closes the Leased Premises or ceases doing business at the Leased Premises. (B) If (i) a default described in subsection 15(A)(l) or in subsections 15(A)(3) through (7) inclusive occurs, or (ii) a default described in subsections 15(A)(2) or 15(A)(8) occurs and is continuingcontinues for more than fifteen (15) days after written notice from Landlord, then in any of such cases Landlord or its agent shall have the Trustee right to enter the Leased Premises and dispossess Tenant and all other occupants and their property by legal proceedings. Tenant hereby waives any claim it might have for trespass or conversion or other damages if Landlord exercises such remedies. Landlord may exercise the Holders remedies just mentioned without terminating this Lease. As an independent cumulative right to obtaining possession without terminating this Lease, Landlord shall have the right to terminate this Lease by giving Tenant written notice specifying the day of at least 30% termination (which shall be not less than five (5) days from the date of the notice), on which date this Lease and all of Tenant's rights will cease as a conditional limitation, as if that date specified in principal Landlord's notices was the original date for expiration of this Lease; but in all cases Tenant shall remain liable as hereinafter provided. (C) Notwithstanding any re-entry, dispossession or termination of the Lease by Landlord, Tenant will remain liable for damages to Landlord in an amount equal to the aggregate of all Rents and other charges required to be paid up to the time of such re-entry, dispossession or termination, and for Landlord's damages arising out of the failure of Tenant to observe and perform Tenant's covenants and, in addition, for each month of the period which would otherwise have constituted the balance of the Lease Term, Tenant shall pay any deficiency between the monthly installment of Base Rent plus the Tax Rent, Common Area Rent and all other Rent that would have been payable, less the net amount of the outstanding Securities, in each case, rents actually collected by notice to the Issuers, may declare the principal of, premiumLandlord from a new tenant, if any. Tenant will not be entitled to any surplus. Furthermore, and accrued but unpaid interest on Tenant will be liable to Landlord for all the Securities expenses Landlord incurs for: legal fees related to obtaining possession and making a new lease with another tenant; brokerage commissions in obtaining another tenant; and expenses incurred in putting the Leased Premises in good order and preparing for re-rental (together herein referred to as "Reletting Costs"). In addition, Landlord may relet the Leased Premises, or any part thereof, for a term which may be less or more than the period which would have constituted the balance of the Lease Term and may grant reasonable concessions or free rent to a new tenant. Landlord's refusal or failure to relet the Leased Premises to a new tenant shall not release or affect Tenant's liability; and Landlord shall not be liable for failure or refusal to relet, or for failure to collect rent under such reletting. (D) In any case where Landlord shall have the right to hold Tenant liable monthly, Landlord may elect to declare all the aggregate Rent for the remaining balance of the Lease Term, as well as all accrued Rent, to be immediately due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer occurs, the principal of, premium, if any, and interest on to recover immediately against Tenant all such Rent (for loss of a bargain and not as a penalty). (E) In the Securities shall become immediately due and payable without any declaration event of a breach or other act on the part threatened breach of the Trustee or any Holders. Under certain circumstancesLease by Tenant, Landlord shall have the Holders right of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities injunction and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment invoke any remedy allowed at law or in equity. Mention of principal, premium (if any) or interest when due, no Holder any particular remedy shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for not preclude Landlord from any other remedy under in law or in equity. (F) Tenant waives service of notice of intention to re-enter or institute legal proceedings to that end. Tenant waives any rights of redemption as to the IndentureLeased Premises granted by any present or future laws. The words "re-enter" and "re-entry" are not restricted to their technical legal meaning. (G) Landlord and Tenant mutually agree that they hereby waive trial by jury in any action, unless (i) proceeding or counterclaim brought by either against the other as to any matters arising out of or in any way connected with this Lease, or their relationship as Landlord and Tenant, or Tenant's use or occupancy. Tenant agrees that no counterclaim or setoff will be interposed in any action by Landlord based on non-payment of Rent, even if such Holder has previously given the Trustee written notice that an Event of Default counterclaim or setoff is continuing, (ii) the Holders of at least 30% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders based on Landlord's alleged breach of a majority in principal amount duty to repair or alleged breach of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of such 60-day period. The Holders of a majority in principal amount of the outstanding Securities are given the right to direct the timequiet enjoyment, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such actionallegation.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Company, Intermediate Holdings, HDD Holdings or the Issuer) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the Issuers, Securities may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Company, Intermediate Holdings, HDD Holdings or the Issuer occurs, the principal of, premium, if any, of and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the Issuers, Securities may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, of and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day 60‑day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. If Except as specified in the Indenture, if an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee or the Holders of at least 3025% in aggregate principal amount of the outstanding Securities, in each case, by notice to the Issuers, Notes may declare the principal of, premium, if any, amount of the Notes and accrued but and unpaid interest on all the Securities outstanding Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, amount of the Notes and accrued and unpaid interest on all the Securities outstanding Notes shall automatically become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in aggregate principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and expense. Subject to certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when dueexceptions, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder has previously given the Trustee written notice that of an Event of Default is continuingDefault, (ii) the Holders of at least 3025% in aggregate principal amount of the outstanding Securities Notes have requested made a written request to the Trustee in writing to pursue the remedyremedy and offered reasonable security or indemnity against any costs, liability or expense of the Trustee, (iii) such Holders have offered the Trustee security or fails to comply with such request within 60 calendar days after receipt of such request and the offer of indemnity satisfactory to it against any loss, liability or expense, and (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) received an inconsistent direction from the Holders of a majority in aggregate principal amount of the outstanding Securities have not given Notes. Subject to certain restrictions, the Trustee a written direction inconsistent with such request prior to the expiration of such 60-day period. The Holders of a majority in aggregate principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding proceedings for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liabilityliability or expense for which the Trustee has not received adequate indemnity as determined by it in good faith. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. No reference herein to the Indenture and no provision of this Note or of the Indenture shall impair, as among the Company and the Holder of the Notes, the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, at the rate and in the coin or currency herein and in the Indenture prescribed.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuingcontinuing with respect to the Dollar Notes, the Trustee by notice to the Company or the Holders holders of at least 3025% in principal amount of outstanding Dollar Notes of the outstanding Securities, in each case, series by notice to the IssuersCompany, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Dollar Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, and interest on all the Securities shall Dollar Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders The holders of a majority in principal amount of the outstanding Securities Dollar Notes may rescind any such acceleration with respect to the Securities Dollar Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under vested in it by the Indenture at the request or direction of any of the Holders holders pursuant to the Indenture, unless such Holders holders have offered to the Trustee indemnity or security satisfactory to the Trustee against the costs, expenses and liabilities which might be Incurred by it against any loss, liability in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Dollar Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 3025% in principal amount of the outstanding Securities Dollar Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Dollar Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders holders of a majority in principal amount of the outstanding Securities are given the right to Dollar Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the TrusteeTrustee with respect to the Dollar Notes. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating specified in Section 6.01(f) or (g) in the Indenture with respect to certain events the Parent or any of bankruptcy, insolvency or reorganization of an Issuerthe Issuers) occurs and is continuing, the Trustee by notice to the Issuers or the Holders holders of at least 30% in aggregate principal amount of the outstanding Securities, in each case, Notes by notice to the Issuers, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events the Parent or any of bankruptcy, insolvency or reorganization of an Issuer the Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it against any loss, liability in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in aggregate principal amount of the outstanding Securities Notes have requested in writing the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such written request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified, or subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such holders) or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Issuers) occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the outstanding Securities, in each case, Notes by notice to the Issuers, may declare the principal of, premium, if any, interest and accrued but unpaid interest any other monetary obligations on all the Securities Notes to be due and payablepayable immediately. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Issuers occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 30% in principal amount of the outstanding Securities Notes have requested the Trustee Trustee, in writing writing, to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses that may be caused by taking or not taking such action. The Issuers are required to deliver to the Trustee, annually, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the IssuersCompany, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or TRDOCS01/76765.8 A- security satisfactory to it against any loss, liability or expense xx xxxxnse and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding SecuritiesNotes, in each case, by notice to the IssuersIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested Notes make a written request to the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders holders of at least 30% in principal amount of the outstanding Securities, in each case, Notes by notice to the IssuersIssuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under vested in it by the Indenture at the request or direction of any of the Holders holders pursuant to the Indenture, unless such Holders holders have offered to the Trustee indemnity or security satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it against any loss, liability in compliance with such request or expense and certain other conditions are complied withdirection. Except to enforce the right to receive payment of principal, premium ​ (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders holders of a majority in principal amount of the outstanding Securities are given the right to Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified, or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the IssuersIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payablepayable provided, however, that so long as any Bank Exhibit A - 11 Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Issuer and the Representative under the Credit Facilities and (2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal, premium, if any, and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it the Trustee against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of such 60-day period. The Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.,

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee by notice to the Issuers or the Holders holders of at least 30% in aggregate principal amount of the outstanding Securities, in each case, Notes by notice to the Issuers, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture or the Security Documents at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in aggregate principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer) occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Securities, in each case, by notice to the Issuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the then outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or and/or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 30% in principal amount of the then outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or and/or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the then outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of such 60-day period. The Holders of a majority in principal amount of the then outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the outstanding Securities, in each case, by notice to the Issuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Company or Co-Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 30% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders holders of at least 3025% in principal amount of the outstanding Securities, in each case, Notes by notice to the IssuersIssuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the The Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 3025% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability; provided, that the Trustee shall not have an affirmative duty to determine whether any action is prejudicial to the rights of holders. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders holders of at least 30% in aggregate principal amount of the outstanding Securities, in each case, Notes by notice to the IssuersIssuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture or the Security Documents at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any fee, cost, claim, damage, loss, liability or expense (including reasonable attorney’s fees and expenses) and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in aggregate principal amount of the outstanding Securities Notes have requested in writing the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any fee, cost, claim, damage loss, liability or expenseexpense (including reasonable attorney’s fees and expenses), (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such written request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. For the avoidance of doubt, no premium in respect of the Notes shall be payable as a result of any Default or Event of Default.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the IssuersCompany, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders holders of at least 30% in aggregate principal amount of the outstanding Securities, in each case, Notes by notice to the IssuersIssuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in aggregate principal amount of the outstanding Securities Notes have requested in writing the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such written request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. For the avoidance of doubt, no premium in respect of the Notes shall be payable as a result of any Default or Event of Default.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the Issuers, Securities may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, of and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the IssuersIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payablepayable provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Issuer and the Representative under the Credit Facilities and (2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal, premium, if any, and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal Exhibit A - 11 amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it the Trustee against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal or financial liability. Prior to taking any action under the IndentureIndenture at the instruction of Holders in respect of an Event of Default, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Issuers) occurs and is continuingcontinuing with respect to the 2020 Notes, the Trustee by notice to the Issuers or the Holders holders of at least 3025% in principal amount of the outstanding Securities, in each case, 2020 Notes by notice to the Issuers, Issuers (with a copy to the Trustee) may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities 2020 Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating specified in Section 6.01(f) or (g) of the Indenture with respect to certain events of bankruptcy, insolvency or reorganization of an Issuer the Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall 2020 Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders The holders of a majority in principal amount of the outstanding Securities 2020 Notes may rescind any such acceleration with respect to the Securities 2020 Notes and its consequencesconsequences if: (a) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the 2020 Notes that have become due solely by the declaration of acceleration, have been cured or waived; and (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. If an Event of Default occurs and is continuingcontinuing with respect to the 2020 Notes, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders holders of the 2020 Notes, unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied withexpense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, 2020 Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuingcontinuing with respect to the 2020 Notes, (ii) the Holders holders of at least 3025% in principal amount of the outstanding Securities 2020 Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities 2020 Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders holders of a majority in principal amount of the outstanding Securities are given the right to 2020 Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The TrusteeHowever, however, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the Holders holders of at least 30% in aggregate principal amount of the outstanding Securities, in each case, Notes by notice to the IssuersIssuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstances, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture or the Security Documents at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in aggregate principal amount of the outstanding Securities Notes have requested in writing the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such written request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. For the avoidance of doubt, no premium in respect of the Notes shall be payable as a result of any Default or Event of Default.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuereither of the Issuers) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the Issuers, Securities may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer either of the Issuers occurs, the principal of, premium, if any, of and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding 143 11 Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event (a) Tenant defaults in the payment of Default (rent or any other than an Event of Default relating sum to certain events of bankruptcy, insolvency or reorganization of an Issuer) occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the outstanding Securities, in each case, be paid by notice to the Issuers, may declare the principal of, premium, if anyTenant under this Lease, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration (with respect to the Securities first two of such defaults in any 12-month period) such default continues for 10 days after written notice to Tenant, or (b) Tenant defaults in the full and prompt performance of any other obligations of Tenant under this Lease and such default continues for 30 days after written notice to Tenant (or (i) such additional time as is reasonably required to effect such performance, provided that Tenant commences to cure such default within said 30 day period and thereafter proceeds diligently to cure such default within a reasonable period of time, or (ii) immediately upon notice to Tenant if such default involves a hazardous condition), or (c) if the interest of Tenant in this Lease is levied on under execution or other legal process, or (d) if any petition is filed by or against Tenant to declare Tenant a bankrupt or to delay, reduce or modify Tenant's debts or obligations, or (e) if any petition or answer or legal action is filed to reorganize or modify Tenant's capital structure, if Tenant be a corporation or other entity, or (f) if Tenant is declared insolvent according to law or if any assignment of Tenant's property is made for the benefit of creditors, or (g) if a receiver or trustee is appointed for Tenant or its consequencesproperty, (h) if Tenant abandons the Premises during the Term, then Landlord may treat the occurrence of any one or more of the foregoing events as a breach of this Lease, and may, without notice or demand of any kind to Tenant or any other person, have any one or more of the following described remedies in addition to all other rights and remedies provided at law or in equity: (a) Landlord may terminate this Lease and the Term, repossess the Premises and recover damages equal to the value of the Base Rent and rent adjustments for the balance of the Term, less the fair rental value of the Premises for said period, plus any other sums or damages owed by tenant to Landlord. (b) Landlord may terminate Tenant's right of possession and repossess the Premises without terminating this Lease, in which event Landlord may, but shall not be obligated to, relet all or any part of the Premises, for such rent and upon such terms as shall be satisfactory to Landlord. If an Event of Default occurs and is continuingNotwithstanding the foregoing, where Landlord decides not to pursue its remedy under (a) above, Landlord agrees to exercise reasonable efforts to relet the Trustee Premises following repossession, provided that Landlord shall be under no obligation to exercise any of attempt to place tenants in the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered Premises to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain extent that there is other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, unless space available in (i) such Holder has previously given the Trustee written notice that an Event of Default is continuingBuilding, (ii) in any other building owned or managed by Landlord or its affiliates (including without limitation Equitable Life Assurance Society of the Holders United States and Equitable Real Estate Company) or (iii) in any other building in which Landlord or its affiliates (including without limitation Equitable Life Assurance Society of at least 30% in principal the United States and Equitable Real Estate Company) have been appointed as receiver. Landlord may relet all or a part of the Premises for a term greater or lesser than the remaining Term for the same or a different use, and may decorate to make repairs, changes, alterations or additions. If Landlord does not relet the Premises, or if the Premises are relet and a sufficient amount is not received by Landlord after paying all costs and expenses of decorations, repairs, changes, alterations and additions and expenses of reletting and collection of rent to satisfy all amounts to be paid under this Lease, Tenant shall pay to Landlord as damages a sum equal to the amount of the outstanding Securities Base Rent and rent adjustments, or if the Premises have requested the Trustee been relet, any such deficiency, upon demand. Landlord may xxx to recover any sums due under this paragraph and any other sums due under this Lease from time to time. No suit or recovery of any portion due Landlord shall be any defense to any subsequent action brought for any amount not previously reduced to judgment in writing favor of Landlord. Any repossession pursuant to pursue the remedy, (iii) this Section 15 shall be accomplished in accordance with law. If Landlord fails to perform its maintenance and repair obligations under Section 8 above and such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within failure continues for more than 60 days after written notice to Landlord (or if the receipt nature of such default is such that the same cannot reasonably be cured within such 60 day period, then such additional time as is reasonable so long as Landlord commences to cure within such 60 day period and thereafter diligently prosecutes the same to completion) then Tenant may perform such repair or maintenance or provide such services and charge the reasonable and actual costs thereof to Landlord. Landlord shall reimburse Tenant for such costs within 30 days after Tenant notifies Landlord in writing of the request amount thereof, and the offer amount reimbursed shall, to the extent it constitutes reimbursement for costs which would be Operating Expenses if paid by Landlord, constitute Operating Expenses. If Landlord does not reimburse Tenant within said 30 day period, interest shall thereafter begin to accrue on such amount at the Interest Rate, and Tenant may setoff the actual costs of security or indemnity such maintenance and (v) repair together with interest as above specified against monthly installments of Base Rent next coming due under the Holders terms of a majority in principal this Lease, provided that the maximum amount that may be setoff during any given month shall not exceed 10% of the outstanding Securities have not given Base Rent otherwise due from Tenant with respect to such month. Any such setoff shall, to the Trustee a written direction inconsistent extent it represents recoupment of costs which would be Operating Expenses if paid by Landlord, constitute Operating Expenses. Upon request by Landlord, Tenant shall provide Landlord with copies of all contracts, receipts, vouchers and other documentation in connection with such request prior to the expiration of expenditures. Any such 60-day period. The Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee cure by Tenant shall be entitled done at the sole risk of Tenant, and Tenant shall indemnify, protect and hold Landlord harmless from any claim, loss, cost or expense arising from injury or death to indemnification satisfactory individuals and/or damage to it property growing out of or resulting from Tenant's negligence in its sole discretion against all losses and expenses caused by taking or not taking undertaking such actioncure.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuerthe Company) occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the outstanding Securities, in each case, by notice to the IssuersCompany, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 30% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of such 60-day period. The Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default (other than an Event of a Default relating to certain events of bankruptcy, insolvency or reorganization of an IssuerHoldings) occurs and is continuing, the Trustee by notice to the Issuers or the Holders holders of at least 30% in principal amount of the outstanding Securities, in each case, Notes by notice to the Issuers, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an Issuer the Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. Under certain circumstancescircumstances specified in the Indenture, the Holders holders of a majority in principal amount of the outstanding Securities Notes may rescind any such acceleration with respect to the Securities Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture or the Security Documents at the request or direction of any of the Holders holders unless such Holders holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have holder may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Notes unless (i) such Holder holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders holders of at least 30% in principal amount of the outstanding Securities Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the written request and the offer of security or indemnity indemnity, and (v) the Holders holders of a majority in principal amount of the outstanding Securities Notes have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Holders Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Securities Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such holders) or that would involve the Trustee in personal liabilityliability or expense for which it is not adequately indemnified. Prior to taking any action under the Indenture, the Notes or the Security Documents, the Trustee shall be entitled to security or indemnification satisfactory to it in its sole discretion against all losses losses, liabilities and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer or a Restricted Subsidiary of the Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding SecuritiesSecurities of the series, in each case, by notice to the IssuersIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer or a Restricted Subsidiary of the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities of this series have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities of this series are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer) occurs and is continuing, the Trustee or the Holders of at least 3025% in principal amount of the outstanding Securities, in each case, by notice to the IssuersIssuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payablepayable provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Issuer and the Representative under the Credit Facilities and (2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal, premium, if any, and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of an the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder shall have may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy under the Indenture, Securities unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 3025% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it the Trustee against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a written direction inconsistent with such request prior to the expiration of within such 60-day period. The Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal or financial liability. Prior to taking any action under the IndentureIndenture at the instruction of Holders in respect of an Event US-DOCS\124080491.2 of Default, the Trustee shall be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. Notwithstanding any of the foregoing, a notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or notice of acceleration may not be given by the Trustee or the Holders (or any other action taken on the assertion of any Default) with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or notice of acceleration (or other action). In addition, the Trustee shall have no obligation to accelerate the Securities if it determines that acceleration is not in the interests of the Holders. The Trustee shall have no obligation to determine when or if any Holders have been notified of any such action or to track when such two-year period starts or concludes. Any time period to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction.