Common use of Event of Default; Notice Clause in Contracts

Event of Default; Notice. to the Holder. At any time after the earlier of the Holder's receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem, at any time during the period commencing on the date the Holder first becomes aware of such Event of Default through and including the tenth (10th) Business Day after the later of (x) the date the Holder receives the applicable Event of Default Notice with respect there and (y) the date such Event of Default has been cured, all or any portion of this Note by delivering written notice thereof (the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 10. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. In the event of the Company's redemption of any portion of this Note under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penalty.

Event of Default; Notice. to the Holder. At any time after the earlier of the Holder's ’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem, at any time during the period commencing on the date the Holder first becomes aware of such Event of Default through and including the tenth (10th) Business Day after the later of (x) the date the Holder receives the applicable Event of Default Notice with respect there and (y) the date such Event of Default has been cured, all or any portion amount of this Note by delivering written notice thereof (the "“Event of Default Redemption Notice"”) to the Company, which Event of Default Redemption Notice shall indicate the portion amount of this Note the Holder is electing to redeem. Each portion amount of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "“Event of Default Redemption Price"”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 10. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. In the event of the Company's ’s redemption of any portion of this Note under this Section 4(b), the Holder's ’s damages would be uncertain and difficult to estimate because of the parties' ’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's ’s actual loss of its investment opportunity and not as a penalty.

Event of Default; Notice. to the Holder. At any time (a) The Preferred Securities Guarantee Trustee shall, within 90 days after the earlier a Responsible Officer of the Holder's receipt Preferred Securities Guarantee Trustee obtains actual knowledge of an Event of Default Notice and the Holder becoming aware occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holder may require Holders, notices of all Events of Default actually known to a Responsible Officer of the Company to redeemPreferred Securities Guarantee Trustee, at any time during unless such defaults have been cured before the period commencing on the date the Holder first becomes aware giving of such Event notice, provided, that, except in the case of Default through and including default in the tenth (10th) Business Day after payment of any Guarantee Payment or, if applicable, in the later delivery of (x) the date the Holder receives the applicable Event any cash, securities or other property in exchange for or upon conversion or redemption of Default Notice with respect there and (y) the date such Event of Default has been cured, all or any portion of this Note by delivering written notice thereof (the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made otherwise in accordance with the provisions terms of, any Debenture or Other Document or the Securities, the Preferred Securities Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of Section 10. To the extent redemptions required by this Section 4(bPreferred Securities Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. (b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions The Preferred Securities Guarantee Trustee shall not be deemed to be voluntary prepayments. In have knowledge of any Event of Default except: (i) a default in the event payment of any Guarantee Payment; (ii) any failure to deliver any cash, securities or other property in exchange for or upon conversion or redemption of or otherwise in accordance with the terms of any Debenture or Other Document or the Securities; if applicable; and (iii) any default as to which the Preferred Securities Guarantee Trustee shall have received written notice or of which a Responsible Officer of the Company's redemption of any portion Preferred Securities Guarantee Trustee charged with the administration of this Note Preferred Securities Guarantee Agreement shall have actual knowledge. (c) The Guarantor shall file annually within 30 days after May 15 of each year, commencing with the May 15 that first occurs following the issuance of the Preferred Securities, with the Preferred Securities Guarantee Trustee in accordance with Section 314(a)(4) of the Trust Indenture Act a certification as to whether or not it is in compliance with all the conditions applicable to it under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penaltyPreferred Securities Guarantee Agreement.

Event of Default; Notice. (a) The Property Trustee shall, within 90 days after the occurrence of any default with respect to the Holder. At Securities, transmit by mail, first class postage prepaid, to the Holders of the Securities and to the Sponsor, notices of all such defaults actually known to a Responsible Officer of the Property Trustee, unless such defaults have been cured before the giving of such notice (the term "defaults" for the purposes of this Section 2.7(a) being hereby defined to be a Default as defined in the Indenture, not including any time periods of grace provided for therein and irrespective of the giving of any notice provided therein); provided that, except for a default in the payment of principal of (or premium, if any) or interest on any of the Debentures, the Property Trustee shall be protected in withholding such notice if and so long as a committee of Responsible Officers of the Property Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Securities. (b) The Property Trustee shall not be deemed to have actual knowledge of any default except: (i) a default under Sections 6.01(a) and 6.01(b) of the Indenture; or (ii) any default as to which the Property Trustee shall have received written notice or of which a Responsible Officer of the Property Trustee charged with the administration of the Agreement shall have actual knowledge. (c) Within ten Business Days after the earlier occurrence of the Holder's receipt of an any Event of Default Notice and actually known to a Responsible Officer of the Holder becoming aware of an Event of DefaultProperty Trustee, the Holder may require the Company to redeem, at any time during the period commencing on the date the Holder first becomes aware Property Trustee shall transmit notice of such Event of Default through to the Holders of the Preferred Securities, the Administrative Trustees and including the tenth (10th) Business Day after the later of (x) the date the Holder receives the applicable Event of Default Notice with respect there and (y) the date Sponsor, unless such Event of Default has shall have been cured, all waived or any portion of this Note by delivering written notice thereof (otherwise eliminated. The Sponsor and the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice Administrative Trustees shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made in accordance file annually with the provisions of Section 10. To Property Trustee a certification as to whether or not they are in compliance with all the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction conditions and covenants applicable to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. In the event of the Company's redemption of any portion of this Note them under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penaltyAgreement.

Event of Default; Notice. (a) Upon the occurrence of, and at any time during, the continuation of an Event of Default, if the Authorized Representative of the Secured Credit Documents under which such Event of Default has occurred desires that the Joint Collateral Agent take action, then such Authorized Representative shall give a written notice to the HolderApplicable Authorized Representative, the Joint Collateral Agent, and each other Authorized Representative (with a copy to the Administrative Company), which notice shall note the occurrence of, and state the nature of, such Event of Default, and shall also contain a non-binding recommendation as to the action that such notifying Authorized Representative desires the Applicable Authorized Representative to instruct the Joint Collateral Agent to take with respect to the Collateral and the Loan and Notes Security Documents (including with respect to the institution of any remedies provided by law, this Agreement, or any Loan and Notes Security Documents). At any time after In the earlier event that the Authorized Representative of the Holder's Secured Credit Documents under which such Event of Default has occurred is also the Applicable Authorized Representative at such time, then such Authorized Representative may give a written notice to the Joint Collateral Agent and the other Authorized Representatives (with a copy to the Administrative Company), which notice shall note the occurrence of, and state the nature of, such Event of Default (provided, however, in no event shall the Applicable Authorized Representative be required, or incur any liability for failing to issue a notice under this Section 3.01(a) unless it has been instructed, in writing, to issue such notice by the holders of the Series of Loan and Notes Obligations for which it is the Authorized Representative, in accordance with the terms and provisions of the applicable Secured Debt Documents). (b) Upon its receipt of a notice of the occurrence of an Event of Default from an Authorized Representative, as described in clause (a) above (or, if the Applicable Authorized Representative is also the Authorized Representative of the Secured Credit Documents under which an Event of Default has occurred, following its giving of notice, as described in clause (a) above), the Applicable Authorized Representative shall have the exclusive right, following its receipt of written directions from the holders of the Series of Loan and Notes Obligations for which it is the Authorized Representative, to deliver to the Joint Collateral Agent an Event of Default Notice instructing the Joint Collateral Agent as to the actions to be taken by the Joint Collateral Agent with respect to the Collateral and the Loan and Notes Security Documents, including with respect to the institution of any remedies provided by law, this Agreement or any Loan and Notes Security Documents (provided, however, in no event shall the Applicable Authorized Representative be required, or incur any liability for failing to issue an Event of Default Notice unless it has been instructed, in writing, to issue such Event of Default Notice by the holders of the Series of Loan and Notes Obligations for which it is the Authorized Representative in accordance with the terms and provisions of the applicable Secured Debt Documents), and the Joint Collateral Agent shall then forthwith send a copy of such Event of Default Notice to each Authorized Representative (with a copy to the Administrative Company). Subject to Section 3.01(c), the Joint Collateral Agent shall forthwith, upon receiving the Event of Default Notice, undertake the actions set forth in the Event of Default Notice under the Loan and Notes Security Documents. The Joint Collateral Agent shall, subject to Section 3.01(c), follow the directions of the Applicable Authorized Representative with respect to the time, method and place of taking any action requested in an Event of Default Notice. The Joint Collateral Agent shall be entitled to assume conclusively that no Event of Default has occurred and is continuing until it receives a written notice from an Authorized Representative pursuant to clause (a) above. For the avoidance of doubt, the Joint Collateral Agent may rely on, without independent verification, any written certification from any Authorized Representative that from time to time certifies to the Joint Collateral Agent that (i) it is the Applicable Authorized Representative and (ii) it has the exclusive right to deliver an Event of Default Notice. (c) If the Event of Default which was the basis for the giving of an Event of Default Notice shall cease to exist or be waived in accordance with the terms of the applicable Secured Credit Document, the Authorized Representative of the applicable Secured Credit Document shall promptly notify the Joint Collateral Agent in writing of such cessation or waiver (and the Holder becoming aware Joint Collateral Agent shall send a copy of an Event such notice to each Authorized Representative), and upon receipt of Default, the Holder may require the Company to redeem, at any time during the period commencing on the date the Holder first becomes aware of such written notice (i) such Event of Default through Notice shall be deemed withdrawn and including (ii) any direction to the tenth (10th) Business Day after the later of (x) the date the Holder receives the applicable Joint Collateral Agent to take any action in connection with such Event of Default Notice shall be deemed immediately rescinded. If in connection solely with respect there and (y) the date such withdrawn Event of Default has Notice, the Joint Collateral Agent shall have been cureddirected to take, all and shall have commenced taking but shall not have completed, any action, the Joint Collateral Agent shall promptly terminate or rescind any portion of this Note by delivering written notice thereof (such action which relates to the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 10. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. In the event of the Company's redemption of any portion of this Note under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penaltythat has been withdrawn.

Event of Default; Notice. to the Holder. At any time (a) The Preferred Securities Guarantee Trustee shall, within 90 days after the earlier a Responsible Officer of the Holder's receipt Preferred Securities Guarantee Trustee obtains actual knowledge of an Event of Default Notice and the Holder becoming aware occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holder may require Holders, notices of all such Events of Default actually known to such Responsible Officer of the Company to redeemPreferred Securities Guarantee Trustee, at any time during unless such defaults have been cured before the period commencing on the date the Holder first becomes aware giving of such Event notice, provided, that, except in the case of Default through and including default in the tenth (10th) Business Day after payment of any Guarantee Payment or, if applicable, in the later delivery of (x) the date the Holder receives the applicable Event any cash, securities or other property in exchange for or upon conversion or redemption of Default Notice with respect there and (y) the date such Event of Default has been cured, all or any portion of this Note by delivering written notice thereof (the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made otherwise in accordance with the provisions terms of, any Debenture [or Other Document] or the Preferred Securities, the Preferred Securities Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of Section 10. To the extent redemptions required by this Section 4(bPreferred Securities Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. (b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions The Preferred Securities Guarantee Trustee shall not be deemed to be voluntary prepayments. In have knowledge of any Event of Default except: (i) a default in the event payment of any Guarantee Payment; (ii) any failure to deliver any cash, securities or other property in exchange for or upon conversion or redemption of or otherwise in accordance with the terms of any Debenture [or Other Document] or the Preferred Securities, if applicable; and (iii) any default as to which the Preferred Securities Guarantee Trustee shall have received written notice or of which a Responsible Officer of the Company's redemption of any portion Preferred Securities Guarantee Trustee charged with the administration of this Note Preferred Securities Guarantee shall have actual knowledge. (c) The Guarantor shall file annually within 30 days after [____ 15] of each year, commencing with the [___ 15] that first occurs following the issuance of the Preferred Securities, with the Preferred Securities Guarantee Trustee in accordance with Section 314(a)(4) of the Trust Indenture Act a certification as to whether or not it is in compliance with all the conditions applicable to it under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penaltyPreferred Securities Guarantee Agreement.

Event of Default; Notice. to the Holder. At any time (a) The Preferred Securities Guarantee Trustee shall, within 90 days after the earlier a Responsible Officer of the Holder's receipt Preferred Securities Guarantee Trustee obtains actual knowledge of an Event of Default Notice and the Holder becoming aware occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holder may require Holders, notices of all such Events of Default actually known to such Responsible Officer of the Company to redeemPreferred Securities Guarantee Trustee, at any time during unless such defaults have been cured before the period commencing on the date the Holder first becomes aware giving of such Event notice, provided, that, except in the case of Default through and including default in the tenth (10th) Business Day after payment of any Guarantee Payment or, if applicable, in the later delivery of (x) the date the Holder receives the applicable Event any cash, securities or other property in exchange for or upon conversion or redemption of Default Notice with respect there and (y) the date such Event of Default has been cured, all or any portion of this Note by delivering written notice thereof (the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made otherwise in accordance with the provisions terms of, any Debenture [or Other Document] or the Preferred Securities, the Preferred Securities Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of Section 10. To the extent redemptions required by this Section 4(bPreferred Securities Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. (b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions The Preferred Securities Guarantee Trustee shall not be deemed to be voluntary prepayments. In have knowledge of any Event of Default except: (i) a default in the event payment of any Guarantee Payment; (ii) any failure to deliver any cash, securities or other property in exchange for or upon conversion or redemption of or otherwise in accordance with the terms of any Debenture [or Other Document] or the Preferred Securities, if applicable; and (iii) any default as to which the Preferred Securities Guarantee Trustee shall have received written notice or of which a Responsible Officer of the Company's redemption of any portion Preferred Securities Guarantee Trustee charged with the administration of this Note Preferred Securities Guarantee shall have actual knowledge. (c) The Guarantor shall file annually within 30 days after [ 15] of each year, commencing with the [ 15] that first occurs following the issuance of the Preferred Securities, with the Preferred Securities Guarantee Trustee in accordance with Section 314(a)(4) of the Trust Indenture Act a certification as to whether or not it is in compliance with all the conditions applicable to it under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penaltyPreferred Securities Guarantee Agreement.

Event of Default; Notice. to the Holder. At any time (a) The Preferred Securities Guarantee Trustee shall, within 90 days after the earlier a Responsible Officer of the Holder's receipt Preferred Securities Guarantee Trustee obtains actual knowledge of an Event of Default Notice and the Holder becoming aware occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holder may require Holders, notices of all such Events of Default actually known to such Responsible Officer of the Company to redeemPreferred Securities Guarantee Trustee, at any time during unless such defaults have been cured before the period commencing on the date the Holder first becomes aware giving of such Event notice, provided, that, except in the case of Default through and including default in the tenth (10th) Business Day after payment of any Guarantee Payment or, if applicable, in the later delivery of (x) the date the Holder receives the applicable Event any cash, securities or other property in exchange for or upon conversion or redemption of Default Notice with respect there and (y) the date such Event of Default has been cured, all or any portion of this Note by delivering written notice thereof (the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made otherwise in accordance with the provisions terms of, any Debenture or Other Document or the Securities, the Preferred Securities Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of Section 10. To the extent redemptions required by this Section 4(bPreferred Securities Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. (b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions The Preferred Securities Guarantee Trustee shall not be deemed to be voluntary prepayments. In have knowledge of any Event of Default except: (i) a default in the event payment of any Guarantee Payment; (ii) any failure to deliver any cash, securities or other property in exchange for or upon conversion or redemption of or otherwise in accordance with the terms of any Debenture or Other Document or the Securities, if applicable; and (iii) any default as to which the Preferred Securities Guarantee Trustee shall have received written notice or of which a Responsible Officer of the Company's redemption of any portion Preferred Securities Guarantee Trustee charged with the administration of this Note Preferred Securities Guarantee Agreement shall have actual knowledge. (c) The Guarantor shall file annually within 30 days after May 15 of each year, commencing with the May 15 that first occurs following the issuance of the Preferred Securities, with the Preferred Securities Guarantee Trustee in accordance with Section 314(a)(4) of the Trust Indenture Act a certification as to whether or not it is in compliance with all the conditions applicable to it under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penaltyPreferred Securities Guarantee Agreement.

Event of Default; Notice. (a) The Property Trustee shall, within 90 days after a Responsible Officer of the Property Trustee obtains actual knowledge of the occurrence of a default, transmit by mail, first class postage prepaid, to the Holder. At any time after the earlier Holders of the Holder's receipt Securities, notices of an Event all defaults known to the Property Trustee other than defaults that have been cured or waived before the giving of such notice (the term "defaults" for the purposes of this Section 2.7(a) being hereby defined to include Debenture Events of Default Notice [and the Holder becoming aware of an Event Other Document Events of Default, if any,] not including any periods of grace provided for therein and irrespective of the Holder may require giving of any notice provided therein); provided that, except for a default in the Company to redeem, at any time during the period commencing on the date the Holder first becomes aware payment of such Event of Default through and including the tenth (10th) Business Day after the later principal of (xor premium, if any) or interest on, or in the date the Holder receives the applicable Event delivery of Default Notice with respect there and (y) the date such Event any cash, securities or other property in exchange for or upon conversion or redemption of Default has been cured, all or any portion of this Note by delivering written notice thereof (the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made otherwise in accordance with the provisions terms of, any Debenture [or Other Document] or the Securities, the Property Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of Section 10. To the extent redemptions required by this Section 4(bProperty Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Securities. (b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions The Property Trustee shall not be deemed to be voluntary prepayments. In the event have knowledge of any default except: (i) a default under Sections 501(1) and 501(2) of the Company's Indenture; (ii) any failure to deliver any cash, securities or other property in exchange for or upon conversion or redemption of or otherwise in accordance with the terms of the Debentures [or Other Documents] or the Securities; and (iii) any portion default as to which the Property Trustee shall have received written notice or of this Note which a Responsible Officer of the Property Trustee shall have actual knowledge. (c) The Sponsor and the Administrative Trustee shall file annually within 30 days after [______ 15] of each year, commencing with the [______ 15] that first occurs following the issuance of the Securities, with the Property Trustee in accordance with Section 314(a)(4) of the Trust Indenture Act a certification as to whether or not they are in compliance with all the conditions applicable to them under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penaltyAgreement.

Event of Default; Notice. to the Holder. At any time after the earlier of the Holder's ’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeemredeem the Note in whole, or in part, at any time during the period commencing on the date sixth (6th) day after (x) the Holder first becomes aware of such Event of Default through and including (the tenth (10th"Cure Period") Business Day after the later of (x) the date the Holder receives the applicable Event of Default Notice with respect there and (y) the date of such Event of Default has been curedcured at a price equal to 120% of the Original Principal Amount plus any Interest earned, all or any portion of this Note by delivering written notice thereof (the "“Event of Default Redemption Notice"”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) 3 shall be made in accordance with the provisions of Section 107. To the extent redemptions required by this Section 4(b3(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. In The parties hereto agree that in the event of the Company's redemption of any portion of this the Note under this Section 4(b)3, the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(bpayment of an amount of one dollar ($1) will be paid by Company to Holder and is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penalty.

Event of Default; Notice. to the Holder. At any time after the earlier of the Holder's receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem, at any time during the period commencing on the date the Holder first becomes aware of such Event of Default through and including the tenth (10th) Business Day after the later of (x) the date the Holder receives the applicable Event of Default Notice with respect there and (y) the date such Event of Default has been cured, all or any portion amount of this Note by delivering written notice thereof (the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion amount of this Note the Holder is electing to redeem. Each portion amount of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 10. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. In the event of the Company's redemption of any portion of this Note under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penalty.

Event of Default; Notice. (a) The Property Trustee shall, within 90 days after a Responsible Officer of the Property Trustee obtains actual knowledge of the occurrence of a default, transmit by mail, first class postage prepaid, to the Holder. At any time after the earlier Holders of the Holder's receipt Securities, notices of an Event all defaults known to the Property Trustee other than defaults that have been cured or waived before the giving of such notice (the term "defaults" for the purposes of this Section 2.7(a) being hereby defined to include Debenture Events of Default Notice and the Holder becoming aware of an Event Other Document Events of Default, if any, not including any periods of grace provided for therein and irrespective of the Holder may require giving of any notice provided therein); provided that, except for a default in the Company to redeem, at any time during the period commencing on the date the Holder first becomes aware payment of such Event of Default through and including the tenth (10th) Business Day after the later principal of (xor premium, if any) or interest on, or in the date the Holder receives the applicable Event delivery of Default Notice with respect there and (y) the date such Event any cash, securities or other property in exchange for or upon conversion or redemption of Default has been cured, all or any portion of this Note by delivering written notice thereof (the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made otherwise in accordance with the provisions terms of, any Debenture or Other Document or the Securities, the Property Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of Section 10. To the extent redemptions required by this Section 4(bProperty Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Securities. (b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions The Property Trustee shall not be deemed to be voluntary prepayments. In the event have knowledge of any default except: (i) a default under Sections 501(1) and 501(2) of the Company's Indenture; (ii) any failure to deliver any cash, securities or other property in exchange for or upon conversion or redemption of or otherwise in accordance with the terms of the Debentures or Other Documents or the Securities; and (iii) any portion default as to which the Property Trustee shall have received written notice or of this Note which a Responsible Officer of the Property Trustee shall have actual knowledge. (c) The Sponsor and the Administrative Trustee shall file annually within 30 days after May 15 of each year, commencing with the May 15 that first occurs following the issuance of the Securities, with the Property Trustee in accordance with Section 314(a)(4) of the Trust Indenture Act a certification as to whether or not they are in compliance with all the conditions applicable to them under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penaltyAgreement.

Event of Default; Notice. (a) The Property Trustee shall, within 90 days after a Responsible Officer of the Property Trustee obtains actual knowledge of the occurrence of a default, transmit by mail, first class postage prepaid, to the Holder. At any time after the earlier Holders of the Holder's receipt Securities, notices of an Event all defaults known to the Property Trustee other than defaults that have been cured or waived before the giving of Default Notice and such notice (the Holder becoming aware term "defaults" for the purposes of an Event this Section 2.7(a) being hereby defined to include Debenture Events of Default, not including any periods of grace provided for therein and irrespective of the Holder may require giving of any notice provided therein); provided that, except for a default in the Company to redeem, at any time during the period commencing on the date the Holder first becomes aware payment of such Event of Default through and including the tenth (10th) Business Day after the later principal of (xor premium, if any) or interest on, or in the date the Holder receives the applicable Event delivery of Default Notice with respect there and (y) the date such Event any cash, securities or other property in exchange for or upon conversion or redemption of Default has been cured, all or any portion of this Note by delivering written notice thereof (the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made otherwise in accordance with the provisions terms of, any Debenture or the Securities, the Property Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of Section 10. To the extent redemptions required by this Section 4(bProperty Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Securities. (b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions The Property Trustee shall not be deemed to be voluntary prepayments. In the event have knowledge of any default except: (i) a default under Sections 501(1) and 501(2) of the Company's Indenture; (ii) any failure to deliver any cash, securities or other property in exchange for or upon conversion or redemption of or otherwise in accordance with the terms of the Debentures or the Securities; and (iii) any portion default as to which the Property Trustee shall have received written notice or of this Note which a Responsible Officer of the Property Trustee shall have actual knowledge. (c) The Sponsor and the Administrative Trustee shall file annually within 30 days after June 15 of each year, commencing with the June 15 that first occurs following the issuance of the Securities, with the Property Trustee in accordance with Section 314(a)(4) of the Trust Indenture Act a certification as to whether or not they are in compliance with all the conditions applicable to them under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penaltyAgreement.

Event of Default; Notice. to the Holder. At any time (a) The Preferred Securities Guarantee Trustee shall, within 90 days after the earlier a Responsible Officer of the Holder's receipt Preferred Securities Guarantee Trustee obtains actual knowledge of an Event of Default Notice and the Holder becoming aware occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holder may require Holders, notices of all such Events of Default actually known to such Responsible Officer of the Company to redeemPreferred Securities Guarantee Trustee, at any time during unless such defaults have been cured before the period commencing on the date the Holder first becomes aware giving of such Event notice, provided, that, except in the case of Default through and including default in the tenth (10th) Business Day after payment of any Guarantee Payment or, if applicable, in the later delivery of (x) the date the Holder receives the applicable Event any cash, securities or other property in exchange for or upon conversion or redemption of Default Notice with respect there and (y) the date such Event of Default has been cured, all or any portion of this Note by delivering written notice thereof (the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made otherwise in accordance with the provisions terms of, any Debenture or Other Document or the Securities, the Preferred Securities Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of Section 10. To the extent redemptions required by this Section 4(bPreferred Securities Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. (b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions The Preferred Securities Guarantee Trustee shall not be deemed to be voluntary prepayments. In have knowledge of any Event of Default except: (i) a default in the event payment of any Guarantee Payment; (ii) any failure to deliver any cash, securities or other property in exchange for or upon conversion or redemption of or otherwise in accordance with the terms of any Debenture or Other Document or the Securities, if applicable; and (iii) any default as to which the Preferred Securities Guarantee Trustee shall have received written notice or of which a Responsible Officer of the Company's redemption of any portion Preferred Securities Guarantee Trustee charged with the administration of this Note Preferred Securities Guarantee Agreement shall have actual knowledge. (c) The Guarantor shall file annually within 30 days after [____ 15] of each year, commencing with the [___ 15] that first occurs following the issuance of the Preferred Securities, with the Preferred Securities Guarantee Trustee in accordance with Section 314(a)(4) of the Trust Indenture Act a certification as to whether or not it is in compliance with all the conditions applicable to it under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penaltyPreferred Securities Guarantee Agreement.

Event of Default; Notice. to the Holder. At any time (a) The Property Trustee shall, within 90 days after the earlier of the Holder's receipt of an Event of Default Notice and the Holder becoming aware occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holder may require Holders, notices of all defaults with respect to the Company Trust Securities actually known to redeema Responsible Officer, at unless such defaults have been cured before the giving of such notice (the term "defaults" for the purposes of this Section 2.7(a) being hereby defined to be an Event of Default as defined in the Indenture, not including any time during periods of grace provided for therein and irrespective of the period commencing giving of any notice provided therein); provided that, except for a default in the payment of principal of (or premium, if any) or interest (including Compounded Interest and Additional Sums (as such terms are defined in the Indenture), if any) or Liquidated Damages on any of the date Junior Subordinated Debentures, the Holder first becomes aware Property Trustee shall be protected in withholding such notice if and so long as a Responsible Officer in good faith determines that the withholding of such notice is in the interests of the Holders. (b) The Property Trustee shall not be deemed to have knowledge of any default except: (i) a default under Sections 5.01(a) (other than the payment of Compounded Interest, Additional Sums and Liquidated Damages) and 5.01(b) of the Indenture; or (ii) any default as to which the Property Trustee shall have received written notice or of which a Responsible Officer charged with the administration of the Declaration shall have actual knowledge. (c) Within five Business Days after the occurrence of any Event of Default actually known to the Property Trustee, the Property Trustee shall transmit notice of such Event of Default through to the Holders of the Capital Securities, the Administrative Trustees and including the tenth (10th) Business Day after the later of (x) the date the Holder receives the applicable Event of Default Notice with respect there and (y) the date Sponsor, unless such Event of Default has shall have been cured, all cured or any portion of this Note by delivering written notice thereof (waived. The Sponsor and the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice Administrative Trustees shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made in accordance file annually with the provisions of Section 10. To Property Trustee a certification as to whether or not they are in compliance with all the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction conditions and covenants applicable to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. In the event of the Company's redemption of any portion of this Note them under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penaltyDeclaration.

Event of Default; Notice. to Upon the Holder. At any time after the earlier of the Holder's receipt of an Event of Default Notice and the Holder becoming aware occurrence of an Event of Default, the Holder may require Electing Shareholder shall give the Company Defaulting Shareholder a written notice (the “Event of Default Notice”) which the Electing Shareholder specifies in such notice as being an Event of Default Notice for purposes of this Section 13 and a summary of the material details of the Event of Default then known to redeem, at any time during such Electing Shareholder. The date on which the period commencing on Event of Default Notice is given shall sometimes be referred to hereinafter as the date “Event of Default Date.” The Electing Shareholder shall also specify in the Holder first becomes aware Event of Default Notice which of the following remedies 39 that it elects with respect to such Event of Default through and including (it being agreed that the tenth Electing Shareholder may specify any single remedy, all remedies together, or any combination of remedies, in each case subject to the limitations contained within such remedies): (10tha) Business Day after replace certain management of the later of JVC (x) provided, however, this remedy shall only be available to the date Electing Shareholder if the Holder receives the applicable Event of Default Notice with respect there and is pursuant to Section 13.1(a)(v) or Section 13.1(a)(vi)); (yb) undo the date such action or transaction that constituted the Event of Default, to the extent legally permissible (provided, however, this remedy shall only be available to the Electing Shareholder if the Event of Default has been curedis pursuant to Section 13.1(a)(v) or Section 13.1(a)(vi)); (c) AUO (or applicable Affiliate thereof) forfeiting certain of its allocated supply pursuant to and in accordance with the terms of the AUO Supply Agreement (provided, however, this remedy shall only be available to the Electing Shareholder if the Event of Default is with respect to material breach by AUO of any of the covenants contained in Section 17); and/or (d) one of the following: (A) sell all of the Electing Shareholder’s Shares to the Defaulting Shareholder (and whether it exercises its right to reduce all or any portion of this Note by delivering written notice thereof (the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company its allocated supply pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made and in accordance with the provisions applicable supply agreement to which the Electing Shareholder (or applicable Affiliate thereof) and the JVC are parties), (B) purchase all of Section 10. To the extent redemptions required by Defaulting Shareholder’s Shares, as set forth in the Event of Default Notice, or (C) receive liquidated damages (provided, however, that none of the remedies described in this Section 4(b13.2(d) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed available to be voluntary prepayments. In the event Electing Shareholder if the Event of Default is pursuant to Section 13.1(a)(vi); provided, further, that if the Company's redemption Event of any portion of this Note under this Default is pursuant to Section 4(b13.1(a)(v), the Holder's damages would remedies described in this Section 13.2(d) shall only be uncertain and difficult available to estimate because the Electing Shareholder if such Event of Default is with respect to material breach by the JVC of any of the parties' inability to predict future interest rates and covenants contained in Section 7.4, Section 8.10(d), Section 8.10(i), Section 8.10(o), Section 8.10(p), Section 8.10(q) or Section 8.10(r); provided, further, that the uncertainty portion of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under remedies described in this Section 4(b13.2(d) relating to receiving liquidated damages shall only be available to the Electing Shareholder if the Event of Default is intended with respect to material breach by the parties to be, and shall be deemed, a reasonable estimate JVC of any of the Holder's actual loss covenants contained in Section 7.4(xvii) of its investment opportunity and not as a penaltythis Agreement) ; and/or (e) receive appropriate compensation (provided, however, this remedy shall only be available to the Electing Shareholder if the Event of Default is pursuant to Section 13.1(a)(vii)).

Event of Default; Notice. (a) The Property Trustee shall, within 90 days after a Responsible Officer of the Property Trustee obtains actual knowledge of the occurrence of a default, transmit by mail, first class postage prepaid, to the Holder. At any time after the earlier Holders of the Holder's receipt Securities, notices of an Event all defaults known to the Property Trustee other than defaults that have been cured or waived before the giving of such notice (the term "defaults" for the purposes of this Section 2.7(a) being hereby defined to include Debenture Events of Default Notice and the Holder becoming aware of an Event Other Document Events of Default, if any, not including any periods of grace provided for therein and irrespective of the Holder may require giving of any notice provided therein); provided that, except for a default in the Company to redeem, at any time during the period commencing on the date the Holder first becomes aware payment of such Event of Default through and including the tenth (10th) Business Day after the later principal of (xor premium, if any) or interest on, or in the date the Holder receives the applicable Event delivery of Default Notice with respect there and (y) the date such Event any cash, securities or other property in exchange for or upon conversion or redemption of Default has been cured, all or any portion of this Note by delivering written notice thereof (the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made otherwise in accordance with the provisions terms of, any Debenture or Other Document or the Securities, the Property Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of Section 10. To the extent redemptions required by this Section 4(bProperty Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Securities. (b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions The Property Trustee shall not be deemed to be voluntary prepayments. In the event have knowledge of any default except: (i) a default under Sections 501(1) and 501(2) of the Company's Indenture; (ii) any failure to deliver any cash, securities or other property in exchange for or upon conversion or redemption of or otherwise in accordance with the terms of the Debentures or Other Documents or the Securities; and (iii) any portion default as to which the Property Trustee shall have received written notice or of this Note which a Responsible Officer of the Property Trustee shall have actual knowledge. (c) The Sponsor and the Administrative Trustee shall file annually within 30 days after [______ 15] of each year, commencing with the [______ 15] that first occurs following the issuance of the Securities, with the Property Trustee in accordance with Section 314(a)(4) of the Trust Indenture Act a certification as to whether or not they are in compliance with all the conditions applicable to them under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penaltyAgreement.

Event of Default; Notice. to the Holder. At any time (a) The Preferred Securities Guarantee Trustee shall, within 90 days after the earlier a Responsible Officer of the Holder's receipt Preferred Securities Guarantee Trustee obtains actual knowledge of an Event of Default Notice and the Holder becoming aware occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holder may require Holders, notices of all such Events of Default actually known to such Responsible Officer of the Company to redeemPreferred Securities Guarantee Trustee, at any time during unless such defaults have been cured before the period commencing on the date the Holder first becomes aware giving of such Event notice, provided, that, except in the case of Default through and including default in the tenth (10th) Business Day after payment of any Guarantee Payment or, if applicable, in the later delivery of (x) the date the Holder receives the applicable Event any cash, securities or other property in exchange for or upon conversion or redemption of Default Notice with respect there and (y) the date such Event of Default has been cured, all or any portion of this Note by delivering written notice thereof (the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made otherwise in accordance with the provisions terms of, any Debenture or the Preferred Securities, the Preferred Securities Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of Section 10. To the extent redemptions required by this Section 4(bPreferred Securities Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. (b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions The Preferred Securities Guarantee Trustee shall not be deemed to be voluntary prepayments. In have knowledge of any Event of Default except: (i) a default in the event payment of any Guarantee Payment; (ii) any failure to deliver any cash, securities or other property in exchange for or upon redemption of or otherwise in accordance with the terms of any Debenture or the Preferred Securities, if applicable; and (iii) any default as to which the Preferred Securities Guarantee Trustee shall have received written notice or of which a Responsible Officer of the Company's redemption of any portion Preferred Securities Guarantee Trustee charged with the administration of this Note Preferred Securities Guarantee Agreement shall have actual knowledge. (c) The Guarantor shall file annually within 30 days after June 15 of each year, commencing with the June 15 that first occurs following the issuance of the Preferred Securities, with the Preferred Securities Guarantee Trustee in accordance with Section 314(a)(4) of the Trust Indenture Act a certification as to whether or not it is in compliance with all the conditions applicable to it under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penaltyPreferred Securities Guarantee Agreement.

Event of Default; Notice. to the Holder. At any time (a) The Preferred Securities Guarantee Trustee shall, within 90 days after the earlier a Responsible Officer of the Holder's receipt Preferred Securities Guarantee Trustee obtains actual knowledge of an Event of Default Notice and the Holder becoming aware occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holder may require Holders, notices of all Events of Default actually known to a Responsible Officer of the Company to redeemPreferred Securities Guarantee Trustee, at any time during unless such defaults have been cured before the period commencing on the date the Holder first becomes aware giving of such Event notice, provided, that, except in the case of Default through and including default in the tenth (10th) Business Day after payment of any Guarantee Payment or, if applicable, in the later delivery of (x) the date the Holder receives the applicable Event any cash, securities or other property in exchange for or upon conversion or redemption of Default Notice with respect there and (y) the date such Event of Default has been cured, all or any portion of this Note by delivering written notice thereof (the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made otherwise in accordance with the provisions terms of, any Debenture or Other Document or the Securities, the Preferred Securities Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of Section 10. To the extent redemptions required by this Section 4(bPreferred Securities Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. (b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions The Preferred Securities Guarantee Trustee shall not be deemed to be voluntary prepayments. In have knowledge of any Event of Default except: (i) a default in the event payment of any Guarantee Payment; (ii) any failure to deliver any cash, securities or other property in exchange for or upon conversion or redemption of or otherwise in accordance with the terms of any Debenture or Other Document or the Securities; if applicable; and (iii) any default as to which the Preferred Securities Guarantee Trustee shall have received written notice or of which a Responsible Officer of the Company's redemption of any portion Preferred Securities Guarantee Trustee charged with the administration of this Note Preferred Securities Guarantee Agreement shall have actual knowledge. (c) The Guarantor shall file annually within 30 days after [MAY 15] of each year, commencing with the May 15 that first occurs following the issuance of the Preferred Securities, with the Preferred Securities Guarantee Trustee in accordance with Section 314(a)(4) of the Trust Indenture Act a certification as to whether or not it is in compliance with all the conditions applicable to it under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penaltyPreferred Securities Guarantee Agreement.

Event of Default; Notice. to the Holder. At any time after the earlier of the Holder's ’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of DefaultDefault and ending (such ending date, the Holder may require the Company to redeem, at any time during the period commencing on the date the Holder first becomes aware of such “Event of Default through and including Right Expiration Date”) on the tenth twentieth (10th20th) Business Trading Day after the later of (x) the date such Event of Default is cured and (y) the Holder receives Holder’s receipt of an Event of Default Notice that includes (I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company, such Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to cure such Event of Default and (III) a certification as to the date the Event of Default occurred and, if cured on or prior to the date of such Event of Default Notice, the applicable Event of Default Notice with respect there and Right Expiration Date, the Holder may require the Company to redeem (y) the date regardless of whether such Event of Default has been cured, cured on or prior to the Event of Default Right Expiration Date) all or any portion of this Note by delivering written notice thereof (the "“Event of Default Redemption Notice"”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) 4.2 shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Redemption Amount to be redeemed multiplied by (ii) as of the Redemption Premium date of the Event of Default (the "“Event of Default Redemption Price"”). Redemptions required by this Section 4(b) 4.2 shall be made in accordance with the provisions of Section 108. To the extent redemptions required by this Section 4(b) 4.2 are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. In the event of the Company's ’s redemption of any portion of this Note under this Section 4(b)4.2, the Holder's ’s damages would be uncertain and difficult to estimate because of the parties' ’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Any redemption premium due under this Section 4(b) is intended upon an Event of Default shall not constitute an election of remedies by the parties to beHolder, and all other rights and remedies of the Holder shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penaltypreserved.

Event of Default; Notice. (a) The Property Trustee shall, within 90 days after the occurrence of a default actually known to a Responsible Officer, transmit by mail, first class postage prepaid, to the Holder. At any time after Holders, notices of all defaults with respect to the earlier Securities actually known to a Responsible Officer, unless such defaults have been cured before the giving of such notice (the Holder's receipt term "defaults" for the purposes of this Section 2.7(a) being hereby defined to be an Event of Default Notice as defined in the Indenture, not including any periods of grace provided for therein and irrespective of the Holder becoming aware giving of an any notice provided therein); provided that, except for a default in the payment of principal of (or premium, if any) or interest (including Compounded Interest and Additional Sums (as such terms are defined in the Indenture), if any) or Liquidated Damages (as defined in the Registration Rights Agreement) on any of the Debentures, the Property Trustee shall be protected in withholding such notice if and so long as a Responsible Officer in good faith determines that the withholding of such notice is in the interests of the Holders. (b) The Property Trustee shall not be deemed to have knowledge of any default except: (i) a default under Sections 5.01(a) (other than the payment of Compounded Interest, Additional Sums and Liquidated Damages) and 5.01(b) of the Indenture; or (ii) any default as to which the Property Trustee shall have received written notice or of which a Responsible Officer charged with the administration of the Declaration shall have actual knowledge. (c) Within ten Business Days after the occurrence of any Event of DefaultDefault actually known to the Property Trustee, the Holder may require the Company to redeem, at any time during the period commencing on the date the Holder first becomes aware Property Trustee shall transmit notice of such Event of Default through to the Holders of the Capital Securities, the Administrative Trustees and including the tenth (10th) Business Day after the later of (x) the date the Holder receives the applicable Event of Default Notice with respect there and (y) the date Sponsor, unless such Event of Default has shall have been cured, all cured or any portion of this Note by delivering written notice thereof (waived. The Sponsor and the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice Administrative Trustees shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash at a price equal to the product of (i) the Outstanding Amount to be redeemed multiplied by (ii) the Redemption Premium (the "Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made in accordance file annually with the provisions of Section 10. To Property Trustee a certification as to whether or not they are in compliance with all the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction conditions and covenants applicable to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. In the event of the Company's redemption of any portion of this Note them under this Section 4(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not as a penaltyDeclaration.