Common use of Events of Default include Clause in Contracts

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its other agreements in the Indenture or the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) certain events of bankruptcy or insolvency with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damagesinterest, if any, with respect to on, the Senior Subordinated Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premiumpremium on, if any, on the Senior Subordinated Notes; , (iii) failure by the Company Eldorado or any of its Restricted Subsidiary Subsidiaries to comply with the provisions described (including, without limitation, obligations as to the timing or amount of payments made in accordance with such provisions) of Sections 4.10, 4.14 4.15 or 5.1 5.01 of the Indenture; (iv) failure by the Company Eldorado or any of its Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary Subsidiaries for 60 days after notice to Eldorado from the Trustee or to Eldorado and the Trustee from the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding voting as a single class to comply with its any of the other agreements in the Indenture or in the Senior Subordinated NotesSecurity Documents; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Eldorado or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company Eldorado or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the Indenture, which default if that default: (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premiumof, premium on, if any, or interest on on, if any, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "“Payment Default") ”); or (iiB) results in the acceleration of such Indebtedness prior to its express maturity and (B) maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (viivi) failure by the Company Eldorado or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $5.0 15.0 million, which judgments are not paid paid, waived, satisfied discharged or stayed within stayed, for a period of 60 days after their entrydays; and (viii) certain events of bankruptcy or insolvency with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary.vii)

Events of Default include. (i) default for 30 days in the payment when due of interest on the Notes whether or Liquidated Damages, if any, with respect to not prohibited by Article 10 of the Senior Subordinated NotesIndenture; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise whether or not prohibited by Article 10 of the Indenture, (iii) failure by the Company or any of its Restricted Subsidiary Subsidiaries to comply with the provisions described in Sections Section 4.10, 4.14 4.15 or 5.1 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary Subsidiaries for 60 days after notice from to the Company by the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding to comply with its certain other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced certain other agreements relating to Indebtedness (other than any Indebtedness for money borrowed by which recourse is limited to the property purchased) of the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, Guarantor which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each casematurity, if the principal amount of any such Indebtedness, together with the principal amount of any other accelerated Indebtedness aggregates $5.0 million or more and such Indebtedness under which there has been a Payment Default is not paid or such acceleration is not annulled within 10 days after written notice to the maturity Company of which has been so accelerated, aggregates $15.0 million or moresuch acceleration; (viivi) failure by the Company or any of its Subsidiaries to pay certain final judgments aggregating in excess for the payment of $5.0 million, which judgments are not paid discharged money that remain undischarged for a period of 60 days; or stayed within 60 days after their entry; and (viiivii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Significant Subsidiaries Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Notes, the Note Guarantees or the Collateral Documents, except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any group trust or power. The Trustee may withhold from Holders of Subsidiaries thatthe Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except (i) a continuing Default or Event of Default in the payment of interest on, taken togetheror the principal of, would constitute or premium, if any, on the Notes; or (ii) an Event of Default with respect to any covenant or provision of the Indenture which cannot be waived without the consent of the Holders of each Note affected thereby. The Company is required to deliver to the Trustee annually a Significant Subsidiarystatement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to Damages on the Senior Subordinated NotesDebentures; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Debentures when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any Restricted Subsidiary Issuers to comply with the provisions described in Sections 4.10Section 4.07, 4.14 4.09, or 5.1 4.13 of the Indenture; (iv) failure by the Company Issuers or any of their Restricted Subsidiary Subsidiaries for 30 days after notice from to the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure Issuers by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes Debentures (including additional Debentures, if any) then outstanding voting as a single class to comply with its certain other agreements in the Indenture or the Senior Subordinated NotesDebentures; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company Issuers or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, Restricted Subsidiaries which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and maturity; (Bvi) in each case, certain final judgments for the principal amount payment of any such Indebtedness, together with the principal amount money that remain undischarged for a period of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more60 days; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating apply the proceeds from the Offering as set forth under the caption "Use of Proceeds" in excess the Offering Memorandum relating to the Debentures prior to the 10th Business Day after the date of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entrythe Indenture; and (viii) certain events of bankruptcy or insolvency with respect to the Company, Issuers or any of its their Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Debentures may declare all the Debentures to be due and payable immediately; PROVIDED that so long as any Indebtedness permitted to be incurred by any of Grove Investors' Restricted Subsidiaries shall be outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration of any such Indebtedness of Grove Investors' Restricted Subsidiaries or (ii) ten Business Days after receipt by the Issuers of written notice of such acceleration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Debentures will become due and payable without further action or notice. Holders may not enforce the Indenture or the Debentures except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Debentures may direct the Trustee in its exercise of any group trust or power. The Trustee may withhold from Holders of Subsidiaries thatthe Debentures notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Debentures then outstanding by notice to the Trustee may on behalf of the Holders of all of the Debentures waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, taken togetheror the principal of, would constitute the Debentures. The Issuers are required to deliver to the Trustee annually a Significant Subsidiarystatement regarding compliance with the Indenture, and the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to Damages on the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any Restricted Subsidiary Issuers to comply with the provisions described in Sections 4.10Section 4.07, 4.09 or 4.14 or 5.1 of the Indenture; (iv) failure by the Company Issuers or any of their Restricted Subsidiary Subsidiaries for 30 days after notice from to the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure Issuers by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with its certain other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, Restricted Subsidiaries which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and maturity; (Bvi) in each case, certain final judgments for the principal amount payment of any such Indebtedness, together with the principal amount money that remain undischarged for a period of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more60 days; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Significant Material Subsidiaries; (viii) failure by the Company or its Subsidiaries to apply the proceeds from the Offering as set forth under the caption "Use of Proceeds" in the Offering Memorandum relating to the Notes prior to the 10th Business Day after the date of the Indenture; and (ix) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any group Subsidiary Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Subsidiary Guarantor's Subsidiary Guarantee. If any Event of Subsidiaries thatDefault occurs and is continuing, taken togetherthe Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable; provided that so long as any Indebtedness permitted to be incurred pursuant to the New Credit Agreement shall be outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration of any such Indebtedness under the New Credit Agreement or (ii) five Business Days after receipt by the Issuers of written notice of such acceleration. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (v) above, the declaration of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (v) above have rescinded the declaration of acceleration in respect of such indebtedness within 30 days of the date of such declaration and if (a) the annulment of the acceleration of Notes would constitute not conflict with any judgment or decree of a Significant Subsidiarycourt of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to to, the Senior Subordinated NotesNotes (whether or not prohibited by Article 10 of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesNotes (whether or not prohibited by Article 10 of the Indenture); (iii) failure by the Company or any of its Restricted Subsidiary Subsidiaries to comply with the provisions described in Sections Section 4.07, 4.09, 4.10, 4.14 or 5.1 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary Subsidiaries for 60 days after written notice from by the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding Notes to comply with any of its other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (ia) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness at final maturity (a "Payment Default") or (iib) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 5.0 million or more; (viivi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which million and either (a) any creditor commences enforcement proceedings upon any such judgment or (b) such judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; (vii) except as permitted by the Indenture, any guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee; and (viii) certain events of bankruptcy or insolvency with respect to the Company, any of its Restricted Subsidiaries that constitutes a Significant Subsidiaries Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided that so long as any Indebtedness permitted to be incurred pursuant to the Credit Facility shall be outstanding, no such acceleration shall be effective until the earlier of (A) acceleration of any Indebtedness under the Credit Facility or (ii) five business days after the giving of written notice of such acceleration to the Company. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to Damages on the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any Restricted Subsidiary Issuers to comply with the provisions described in Sections Section 4.07, 4.09, 4.10, 4.14 or 5.1 5.01 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary Issuers for 60 days after notice from to the Issuers by the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with its certain other agreements in the Indenture or Indenture, the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, Issuers which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and maturity; (Bvi) in each case, certain final judgments for the principal amount payment of any such Indebtedness, together with the principal amount money that remain undischarged for a period of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more60 days; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) certain events of bankruptcy or insolvency with respect to the Company, Issuers or any of its Significant Material Subsidiaries (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any group Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Subsidiary Guarantee. If any Event of Subsidiaries thatDefault occurs and is continuing, taken togetherthe Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, would constitute in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a Significant Subsidiarymajority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (ia) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, Damages with respect to to, the Senior Subordinated NotesDebentures; (iib) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesDebentures at maturity, upon redemption or otherwise; (iiic) failure by the Company Issuer or any of its Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary Subsidiaries for 30 days after receipt of notice from the Trustee or Holders of at least 25% in principal amount at maturity of the Senior Subordinated Notes Debentures then outstanding to comply with the provisions described in of Sections 4.7 4.07, 4.09, 4.10, 4.15 and 4.9, 5.01 of the Indenture; (vd) failure by the Company or any Subsidiary Issuer for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount at maturity of the Senior Subordinated Notes Debentures then outstanding to comply with any of its other agreements in the Indenture or the Senior Subordinated NotesDebentures; (vie) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuer or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company Issuer or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due Indebtedness at its stated final stated maturity (after giving effect to any applicable grace period related theretoprovided in such Indebtedness) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express stated final maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 10.0 million or more; (viif) failure by the Company Issuer or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 million10.0 million (net of any amounts with respect to which a reputable and creditworthy insurance company has acknowledged liability in writing), which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; and (viiig) certain events of bankruptcy or insolvency with respect to the Company, Issuer or any of its Significant Restricted Subsidiaries or any group of Subsidiaries that, taken together, would constitute that is a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Debentures may declare all the Debentures to be due and payable immediately; provided that, so long as any Indebtedness permitted to be incurred pursuant to the New Credit Facility shall be outstanding, such acceleration shall not be effective until the earlier of (a) an acceleration of any such Indebtedness under the New Credit Facility or (b) five business days after receipt by the Issuer and the administrative agent under the New Credit Facility of written notice of such acceleration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary, all outstanding Debentures will become due and payable without further action or notice.

Events of Default include. (i) default failure to pay for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to Damages on the Senior Subordinated NotesNotes when the same becomes due and payable and the default continues for a period of 30 days; (ii) default in payment when due of the principal of principal, Accreted Value or premiumLiquidated Damages, if any, on of the Senior Subordinated Notes; Notes at maturity, upon acceleration, repurchase or otherwise, (iii) failure by the Company or any Restricted Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate to comply for 30 days after notice with any of its obligations under any of the provisions described in Sections 4.10of Section 4.07, 4.14 4.09, 4.10 or 5.1 4.15 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9Company, Restricted Affiliate or Restricted Subsidiary of the Indenture; (v) failure by the Company or any Subsidiary a Restricted Affiliate for 60 days after notice from to the Company by the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding voting as a single class to comply with its certain other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary of their its Subsidiaries (the Company, Restricted Affiliate or the payment Restricted Subsidiary of which is guaranteed by the Company a Restricted Affiliate or any of its Subsidiaries) Omnitel or OPI whether such Indebtedness or guarantee Guarantee now exists, exists or is created after the date of the Indenture, which default (A) (ia) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") Default or (iib) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 5 million or more (or, in the case of Omnitel or OPI, $25 million or more); (viivi) failure by the Company or any Restricted Subsidiary of its Subsidiaries the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate or Omnitel or OPI to pay final judgments of a court of competent jurisdiction aggregating in excess of $5.0 5 million (or, in the case of Omnitel or OPI, $25 million), which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; and (viiivii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Significant Subsidiaries or Omnitel or OPI; (viii) revocation of the License or a governmental action that has the effect of preventing OPI from conducting material operations for a period in excess of 180 continuous days. If any group Event of Subsidiaries thatDefault occurs and is continuing, taken togetherthe Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of the Notes (which would constitute be required to be unanimous). The Company is required to deliver to the Trustee annually a Significant Subsidiarystatement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated NotesNotes (whether or not prohibited by Article 10 or Article 12 of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesNotes at maturity, upon redemption or otherwise (whether or not prohibited by Article 10 or Article 12 of the Indenture); (iii) failure by the Company or any Restricted Guaranteeing Subsidiary for 30 days after receipt of notice from the Trustee or Holders of at least 25% in principal amount of the Notes then outstanding to comply with the provisions described in Sections 4.104.07, 4.14 4.09, 4.13, 4.14, or 5.1 5.01 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Guaranteeing Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the Indenture, which default (A) (iA)(i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such A-8 117 Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so acceleratedaccelerated as a result of any matter contemplated in clause (v)(A)(i) or (v)(A)(ii), aggregates $15.0 7.5 million or more; (viivi) failure by the Company or any of its respective Restricted Subsidiaries to pay final judgments (to the extent not covered by insurance and as to which the insurer has not acknowledged coverage in writing) aggregating in excess of $5.0 7.5 million, which judgments are not paid paid, fully bonded, discharged or stayed staved within 60 days after their entry; (vii) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary of the company that is a Significant Subsidiary or group of Restricted Subsidiaries of the Company that, together, would constitute a Significant Subsidiary; and (viii) the termination of the Subsidiary Guarantee(s) of either a Guaranteeing Subsidiary that is a Significant Subsidiary or group of Guaranteeing Subsidiaries that together constitute a Significant Subsidiary for any reason not permitted by the Indenture, or the denial of any Person acting on behalf of any such Guaranteeing Subsidiary or group of Guaranteeing Subsidiaries of its Obligations under any such Subsidiary Guarantee(s). If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice") and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facility, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facility or 5 Business Days after receipt by the Company and the Representative under the Credit Facility of such Acceleration Notice but only if such Event of Default is then continuing. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or Power. The Holders of a majority in aggregate principal amount of the Notes then outstanding, by notice to the Trustee, may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its Significant Subsidiaries consequences under the Indenture, except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or principal of, the Notes. The Trustee may withhold from Holders of the Notes notice of any group continuing Default or Event of Subsidiaries thatDefault (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in such Holders' interest. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, taken together, would constitute and the Company is required upon becoming aware of any Default or Event of Default to deliver to the Trustee a Significant Subsidiarystatement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an Offer to Purchase) or otherwise, (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 subsections 12(a) or 5.1 12(b) of Section 1.01 of the Indenture or Article 7 of the Indenture (as superseded by subsection 13 of Section 1.01 of the Fifteenth Supplemental Indenture); (iv) failure by the Company or any Restricted Subsidiary for 30 60 days after notice from to the Trustee Company or the Holders of at least 2510% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with certain other agreements in the provisions described in Sections 4.7 Indenture and 4.9, of the IndentureNotes; (v) failure by default under certain other agreements relating to Debt of the Company which default results in the acceleration of such Debt prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any Subsidiary for 60 days after notice from of its Material Subsidiaries. If any Event of Default (other than an Event of Default of the type described in clause (vii) above) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding Notes may declare all the Notes to comply with its other agreements be due and payable. Notwithstanding the foregoing, in the Indenture or the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any case of their its Subsidiaries (or the payment an Event of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) arising from certain events of bankruptcy or insolvency with respect insolvency, all outstanding Notes shall become due and payable without further action or notice; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of Outstanding Notes of such issue may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal, have been cured or waived as provided in the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Companypayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the EXHIBIT A Indenture, and the Company is required upon becoming aware of any Default or Event of its Significant Subsidiaries Default, to deliver to the Trustee a statement specifying such Default or any group Event of Subsidiaries that, taken together, would constitute a Significant SubsidiaryDefault.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an Offer to Purchase) or otherwise, (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 subsections 12(a) or 5.1 12(b) of Section 1.01 of the Indenture or Article 7 of the Indenture (as superseded by subsection 13 of Section 1.01 of the Tenth Supplemental Indenture); (iv) failure by the Company or any Restricted Subsidiary for 30 60 days after notice from to the Trustee Company or the Holders of at least 2510% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with certain other agreements in the provisions described in Sections 4.7 Indenture and 4.9, of the IndentureNotes; (v) failure by default under certain other agreements relating to Debt of the Company which default results in the acceleration of such Debt prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any Subsidiary for 60 days after notice from of its Material Subsidiaries. If any Event of Default (other than an Event of Default of the type described in clause (vii) above) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding Notes may declare all the Notes to comply with its other agreements be due and payable. Notwithstanding the foregoing, in the Indenture or the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any case of their its Subsidiaries (or the payment an Event of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) arising from certain events of bankruptcy or insolvency with respect insolvency, all outstanding Notes shall become due and payable without further action or notice; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of Outstanding Notes of such issue may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal, have been cured or waived as provided in the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Companypayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of its Significant Subsidiaries Default, to deliver to the Trustee a statement specifying such Default or any group Event of Subsidiaries that, taken together, would constitute a Significant SubsidiaryDefault.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to Damages on the Senior Subordinated NotesDebentures; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Debentures when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any Restricted Subsidiary Issuers to comply with the provisions described in Sections 4.10Section 4.07, 4.14 4.09, or 5.1 4.13 of the Indenture; (iv) failure by the Company Issuers or any of their Restricted Subsidiary Subsidiaries for 30 days after notice from to the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure Issuers by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes Debentures (including additional Debentures, if any) then outstanding voting as a single class to comply with its certain other agreements in the Indenture or the Senior Subordinated NotesDebentures; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Company Issuers or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and maturity; (Bvi) in each case, certain final judgments for the principal amount payment of any such Indebtedness, together with the principal amount money that remain undischarged for a period of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more60 days; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating apply the proceeds from the Offering as set forth under the caption "Use of Proceeds" in excess the Offering Memorandum relating to the Debentures prior to the 10th Business Day after the date of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; the Indenture and (viii) certain events of bankruptcy or insolvency with respect to the Company, Issuers or any of its their Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Debentures may declare all the Debentures to be due and payable immediately; PROVIDED that so long as any Indebtedness permitted to be incurred by any of Grove Investors' Restricted Subsidiaries shall be outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration of any such Indebtedness of Grove Investors' Restricted Subsidiaries or (ii) ten Business Days after receipt by the Issuers of written notice of such acceleration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Debentures will become due and payable without further action or notice. Holders may not enforce the Indenture or the Debentures except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Debentures may direct the Trustee in its exercise of any group trust or power. The Trustee may withhold from Holders of Subsidiaries thatthe Debentures notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Debentures then outstanding by notice to the Trustee may on behalf of the Holders of all of the Debentures waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, taken togetheror the principal of, would constitute the Debentures. The Issuers are required to deliver to the Trustee annually a Significant Subsidiarystatement regarding compliance with the Indenture, and the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to Damages on the Senior Subordinated NotesDebentures; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesDebentures; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 Section 4.08 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with any of its other agreements in the Indenture or the Senior Subordinated NotesDebentures; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) Company), whether such Indebtedness or guarantee now exists, exists or is created after the date of the Indenture, which default (A) (ia) is caused by a failure to pay when due at final stated maturity (giving effect principal of or premium or interest on such Indebtedness prior to the expiration of any grace period related thereto) any principal of or premium, if any, or interest on provided in such Indebtedness (a "Payment Default") or (iib) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 10.0 million or more; (viivi) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 10.0 million, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; and (viiivii) certain events of bankruptcy or insolvency with respect to the Company. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Debentures may declare all the Debentures to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Debentures will become due and payable without further action or notice. Holders may not enforce the Indenture or the Debentures except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Debentures may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Debentures notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Debentures then outstanding by notice to the Trustee may on behalf of the Holders of all of the Debentures waive any existing Default or Event of Default and its Significant Subsidiaries consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Debentures. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any group Default or Event of Subsidiaries thatDefault, taken together, would constitute to deliver to the Trustee a Significant Subsidiarystatement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days the Company's failure to make any payment in the payment when due respect of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (iiA) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesNew Notes or the Amended Notes as the same shall become due, whether at maturity, upon acceleration, redemption, or otherwise, or (B) interest on or in respect of any New Notes or the Amended Notes as the same shall become due and such failure shall continue for a period of 15 Business Days; (iiiii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after receipt of notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated outstanding New Notes then outstanding to comply with its any other agreements in provisions of the Indenture Agreement, the Amendment Notes Securities Purchase Agreement, the Restructuring Agreement, the Amended Notes or the Senior Subordinated New Notes; (viiii) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenturehereof, which default if (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) default results in the acceleration of such Indebtedness prior to its express maturity or shall constitute a default in the payment of such Indebtedness at final maturity of such Indebtedness, and (B) in each case, the principal amount of any such IndebtednessIndebtedness that has been accelerated or not paid at maturity, together with when added to the aggregate principal amount of any all other such Indebtedness under which there that has been a Payment Default accelerated or the maturity of which has been so acceleratednot paid at maturity, aggregates exceeds $15.0 million or more250,000; (viiiv) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess judgments, the uninsured portion of which exceeds $5.0 million250,000, which judgments are not paid discharged paid, discharged, bonded or stayed within for a period of 60 days after their entrythe date of entry thereof; and (viiiv) certain events of bankruptcy if under any Bankruptcy Law, (A) the Company or insolvency with respect any Subsidiary commences a voluntary case, consents to the Companyentry of an order for relief against it in an involuntary case, consents to the appointment of a Custodian of it or for all or substantially all of its property, or makes a general assignment for the benefit of its creditors, or (B) a court of competent jurisdiction enters an order or decree, and such order or decree remains unstayed and in effect for 90 days, that is for relief against the Company or any Subsidiary in an involuntary case, appoints a Custodian of the Company or any Subsidiary or for all or substantially all of the Property of the Company or any Subsidiary, or orders the liquidation of the Company or any Subsidiary; (vi) any of its Significant Subsidiaries the Transactions Documents shall cease for any reason, to be in full force and effect, in any material respect, except as a result of an amendment, waiver or any group termination thereof as contemplated or permitted hereby, or the Company shall so assert in writing; (vii) if the Secretary of Subsidiaries thatState for the State of California fails to accept, taken togetherwithin twenty (20) days after the initial submission thereof, the Series D Certificate of Determination or the Series E Certificate of Determination (each as defined in the Agreement) in the forms attached to the Restructuring Agreement (as defined in the Agreement) as EXHIBIT A and EXHIBIT B, respectively, or with such changes as would constitute not individually or in the aggregate, in the reasonable opinion of the Purchaser, adversely affect the rights, privileges or preferences of the holders of the Series D Preferred Stock or the Series E Preferred Stock. Any notice of default delivered to the Company by the Holders of New Notes must be in writing and must specify the Event of Default, demand that it be remedied and state that the notice is a Significant Subsidiary"Notice of Default."

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to to, the Senior Subordinated Notes, whether or not prohibited by Article 10 of the Indenture; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, whether or not prohibited by Article 10 of the Indenture; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 Section 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiary Subsidiaries to comply with Sections 4.07, 4.09. 4.10 or 4.15 of the Indenture for a period of 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from by the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding to comply with its other agreements in the Indenture or the Senior Subordinated Notesvoting as a single class; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed failure by the Company or any of its Subsidiaries) whether such Indebtedness Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or guarantee now exists, or is created after the date Holders of at least 25% in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to observe or perform any other covenant or other agreement in the Indenture; (vi) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or morematurity; (vii) failure by the Company or any of its Subsidiaries to pay certain final judgments aggregating in excess for the payment of $5.0 million, which judgments are not paid discharged or stayed within money that remain undischarged for a period of 60 days after their entrydays; and (viii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Restricted Subsidiaries that are Significant Subsidiaries Subsidiaries; and (ix) except as permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any group Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Note Guarantee. If any Event of Subsidiaries thatDefault occurs and is continuing, taken togetherthe Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, would constitute in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a Significant Subsidiarymajority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment principal of, premium and Liquidated Damages, if any, or interest on, the Notes (other than non-payment of amounts that became due solely because of the acceleration of the Notes). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to on the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesNotes at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or an Assets Sale Offer); (iii) failure by any Issuer or the Company or any Restricted Subsidiary Parent to comply with Section 5.1 of the provisions described in Sections 4.10, 4.14 Indenture or 5.1 the failure by any Subsidiary Guarantor to comply with Section 10.2 of the Indenture; (iv) failure by any Issuer, the Company Parent, any Guarantor or any Restricted Subsidiary for 30 days in the performance of any other covenant, warranty or agreement in the Indenture or the Notes after written notice from shall have been given to the Company by the Trustee or to the Company and the Trustee from Holders of at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenturesuch then outstanding; (v) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of Non-Recourse Indebtedness of the Company, the Parent or any of their respective Restricted Subsidiaries with an aggregate principal amount in excess of the lesser of (A) 10% of the total assets of the Company, the Parent and their respective Restricted Subsidiaries measured as of the end of the Parent's most recent fiscal quarter for which internal financial statements are available immediately prior to the date on which such default occurred, determined on a pro forma basis and (B) $50 million, and such failure continues for a period of 10 days or more, or the acceleration of the final stated maturity of any such Non-Recourse Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 10 days of receipt by the Company, the Parent or such Restricted Subsidiary of notice of such acceleration); (vi) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness (other than Non-Recourse Indebtedness) of the Company, the Parent or any Restricted Subsidiary of the Company or the Parent and such failure continues for a period of 10 days or more, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 10 days of receipt by the Company, the Parent or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness, in default for failure to pay principal at final maturity or which has been accelerated, in each case with respect to which the 10-day period described above has passed, aggregates $10.0 million or more at any time; (vii) failure by the Company Company, the Parent or any Subsidiary of their respective Restricted Subsidiaries to pay final judgments rendered against them (other than judgment liens without recourse to any assets or property of the Company, the Parent or any of their respective Restricted Subsidiaries other than assets or property securing Non-Recourse Indebtedness) aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after (other than any judgments as to which a reputable insurance company has accepted full liability); (viii) except as permitted by the Indenture, any Guarantee with respect to the Notes shall be held in a judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor (or its successors or assigns), or any Person acting on behalf of such Guarantor (or its successors or assigns), shall deny or disaffirm its obligations or shall fail to comply with any obligations under its Guarantee with respect to the Notes; and (ix) certain events of bankruptcy or insolvency with respect to the Company, the Parent, any of the Company's or the Parent's Subsidiaries that would constitute a Significant Subsidiary or any group of the Company's and/or the Parent's Subsidiaries that, taken together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee, by written notice from to the Trustee Issuers, or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding Notes by written notice to comply with its other agreements the Issuers and the Trustee may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the Indenture or the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any case of their its Subsidiaries (or the payment an Event of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) arising from certain events of bankruptcy or insolvency insolvency, with respect to the Company, the Parent, any of its the Company's or the Parent's Subsidiaries that would constitute a Significant Subsidiaries Subsidiary or any group of the Company's and/or the Parent's Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any acceleration with respect to the Notes and its consequences. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 4.07, 4.09, 4.10 and 4.9, 4.13 of the Indenture; (viv) failure by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (ia) is caused by a failure to pay when due at final stated maturity (principal of such Indebtedness after giving effect to any grace period related thereto) any principal of or premium, if any, or interest on provided in such Indebtedness (a "Payment Default") or (iib) results in the acceleration of such Indebtedness prior to its express stated maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 20.0 million or more; (viivi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 million20.0 million (net of any amounts with respect to which a reputable and creditworthy insurance company has acknowledged liability in writing), which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; (vii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Significant Subsidiaries If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, all outstanding Notes will become due and payable without further action or notice. Upon any group acceleration of Subsidiaries thatmaturity of the Notes, taken togetherall principal of and accrued interest and Liquidated Damages, if any, on the Notes shall be due and payable immediately. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (v) of the preceding paragraph, the declaration of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (v) of the preceding paragraph have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (a) the annulment of the acceleration of Notes would constitute not conflict with any judgment or decree of a Significant Subsidiarycourt of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to Damages on the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 Section 4.15 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from by the Trustee or the Holders of at least 25% in principal amount (or, if prior to April 1, 2008, Accreted Value) of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with its Section 4.07, 4.09 or 4.10 of the Indenture; (v) failure by the Company for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount (or, if prior to April 1, 2008, Accreted Value) of the Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with certain other agreements in the Indenture or Indenture, the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") at the final maturity thereof or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or morematurity; (vii) failure by the Company or any of its Subsidiaries to pay certain final judgments aggregating in excess for the payment of $5.0 million, which judgments are not paid discharged or stayed within money that remain undischarged for a period of 60 days after their entrydays; and (viii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Significant Subsidiaries Material Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount (or, if prior to April 1, 2008, Accreted Value) of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount (or, if prior to April 1, 2008, Accreted Value) of the then outstanding Notes may direct the Trustee in its exercise of any group trust or power. The Trustee may withhold from Holders of Subsidiaries thatthe Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount (or, taken togetherif prior to April 1, would constitute 2008, Accreted Value) of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a Significant Subsidiarycontinuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated DamagesDamages with respect, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of of, or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any of its Restricted Subsidiary Subsidiaries to comply with the provisions described contained in Sections 4.10, 4.14 or 5.1 of the Indenture; and 5.01, (iv) failure default in performance of any other covenants in the Indenture or in the Notes for 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount on the Notes then outstanding; (v) there shall have occurred either (a) a default by the Company or any Restricted Subsidiary for 30 days after notice from under any instrument or instruments under which there is or may be secured or evidenced any Indebtedness of the Trustee Company or at least 25% in any Restricted Subsidiary (other than the Notes) having an outstanding principal amount of $25 million or more that has caused the Senior Subordinated Notes holders thereof to comply with the provisions described in Sections 4.7 declare such Indebtedness to be due and 4.9, of the Indenture; payable prior to its maturity or (vb) failure a default by the Company or any Restricted Subsidiary in the payment at maturity of the principal under any such instrument, and such unpaid portion exceeds $25 million and is not paid, or such default is not cured or waived, within any grace period applicable thereto, unless such acceleration is rescinded or annulled or such Indebtedness is discharged within 20 days of the Company or a Restricted Subsidiary becoming aware of such default provided, however, that this clause (v) shall not apply to any default on Non-Recourse Debt; (vi) any final judgment or order for 60 the payment of money shall be rendered against the Company, or any Restricted Subsidiary that is a Significant Subsidiary, in an amount in excess of $25 million and shall not be discharged, and there shall be any period of 30 consecutive days after notice from following entry of the final judgment or order in excess of $25 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding Notes may declare all the Notes to comply with its other agreements be due and payable. Notwithstanding the foregoing, in the Indenture or the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any case of their its Subsidiaries (or the payment an Event of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) arising from certain events of bankruptcy or insolvency with respect insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Companypayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of its Significant Subsidiaries Default, the Company is required to deliver to the Trustee a statement specifying such Default or any group Event of Subsidiaries that, taken together, would constitute a Significant SubsidiaryDefault.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to to, the Senior Subordinated NotesNotes (whether or not prohibited by Article 10 of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesNotes (whether or not prohibited by Article 10 of the Indenture); (iii) failure by the Company or any Restricted Subsidiary Issuers to comply with the provisions described in Sections Section 4.07, 4.09, 4.10, 4.14 4.15 or 5.1 5.01 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary Issuers for 60 days after written notice from by the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding Notes to comply with its any of their other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (ia) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness on the date of such default (a "Payment Default") or (iib) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 5.0 million or more; (viivi) failure by the Company Company, UNICCO Finance or any of its the Company's Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which 2.0 million and either (a) any creditor commences enforcement proceedings upon any such judgment or (b) such judgments are not paid paid, discharged or stayed within 60 days after their entryfor a period of 45 days; (vii) except as permitted by the Indenture, any guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Restricted Subsidiary, or any Person acting on behalf of any Restricted Subsidiary, shall deny or disaffirm its obligations under its guarantee; (viii) the Refinancing shall not have been consummated by 11:59 p.m., New York City time, on the date of the Indenture; and (viiiix) certain events of bankruptcy or insolvency with respect to the Company, UNICCO Finance or any of the Company's Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its Significant Subsidiaries exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any group continuing Default or Event of Subsidiaries thatDefault (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, taken togetheror the principal of, would constitute the Notes. The Issuers are required to deliver to the Trustee annually a Significant Subsidiarystatement regarding compliance with the Indenture, and the Issuers are required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to Damages on the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections Section 4.10, 4.14 4.15 or 5.1 5.01 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with any of its other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee now exists, exists or is created after the date of the IndentureIssue Date, which default (A) (ia) is caused by a failure to pay when due at final stated maturity (giving effect principal of or premium or interest on such Indebtedness prior to the expiration of any grace period related thereto) any principal of or premium, if any, or interest on provided in such Indebtedness (a "Payment Default") or (iib) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 5.0 million or more; and provided, further, that if such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as said rescission does not conflict with any judgment or decree; (viivi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; (vii) failure by any Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or the repudiation by any Guarantor of its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against a Guarantor for any reason; and (viii) certain events of bankruptcy or insolvency with respect to the Company, any of its Significant Subsidiaries Company or any group Guarantor. If any Event of Subsidiaries thatDefault occurs and is continuing, taken togetherthe Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, would constitute in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a Significant Subsidiarymajority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, interest or Liquidated Damages, if any, on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to on the Senior Subordinated Notes; (ii) default in payment when due of principal, Redemption Price or Purchase Price of the principal of Notes when the same becomes due and payable at maturity, upon redemption, repurchase or premium, if any, on the Senior Subordinated Notesotherwise; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 4.15 or 5.1 4.18 of the Indenture; (iv) failure by the Company to comply with Sections 4.7 or any Restricted Subsidiary 4.9 of the Indenture for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from by the Trustee or the Holders of at least 25% in of the aggregate principal amount of the Senior Subordinated Notes then outstanding outstanding; (v) failure by the Company for 60 days after notice to the Company to comply with its certain other agreements in the Indenture or the Senior Subordinated NotesNotes by the Trustee or the Holders of at least 25% of the aggregate principal amount of the Notes outstanding; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (ia) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the applicable grace period (a "Payment Default") or (iib) results in the acceleration of such any Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 7.5 million or more; (vii) failure by the Company or any of its Subsidiaries to pay certain final judgments aggregating for the payment of money that remain undischarged for a period of 60 days, provided that the aggregate of all such undischarged judgments exceeds $7.5 million; (viii) a Subsidiary Guarantee shall have been held unenforceable or invalid or shall have ceased to be in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entryfull force and effect; and (viiiix) certain events of bankruptcy or insolvency with respect to the Company, any of its Significant Subsidiaries Guarantor or any group Subsidiary that is obligated to become a Guarantor. If any Event of Subsidiaries thatDefault occurs and is continuing, taken togetherthe Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, would constitute in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a Significant Subsidiarymajority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to payment on any Note) if it determines in good faith that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal, Redemption Price or Purchase Price of, or interest, or Liquidated Damages, if any, on, the Notes (which may be waived only by Holders of all of the Notes then outstanding). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated DamagesSpecial Interest, if any, with respect to to, the Senior Subordinated Notes, whether or not prohibited by Article 10 of the Indenture; (ii) default in payment when due of the principal of of, or premium, if any, on the Senior Subordinated NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, whether or not prohibited by Article 10 of the Indenture; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 Section 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiary Subsidiaries to comply with Sections 4.07, 4.09. 4.10 or 4.15 of the Indenture for a period of 30 days after notice from to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9(including Additional Notes, of the Indentureif any) then outstanding voting as a single class; (v) failure by the Company or any Subsidiary of its Restricted Subsidiaries for 60 days after notice from to the Company by the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with its observe or perform any other agreements covenant or other agreement in the Indenture or the Senior Subordinated NotesIndenture; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due principal at its stated final stated maturity (after giving effect to any applicable grace period related theretoprovided in such Indebtedness) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 25.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay certain final judgments aggregating in excess for the payment of $5.0 millionmoney that remain not paid, which judgments are not paid discharged or stayed within for a period of 60 days after their entrydays, provided that the aggregate of all such not paid, discharged or stayed judgments exceeds $25.0 million; and (viii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Restricted Subsidiaries that are Significant Subsidiaries as specified in clauses (h) and (i) of Section 6.01 of the Indenture; and (ix) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any group Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Subsidiary Guarantee. If any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 6.01 of the Indenture with respect to the Company or any of its Restricted Subsidiaries thatthat are Significant Subsidiaries) occurs and is continuing, taken togetherthe Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration the Notes shall become due and payable immediately. Notwithstanding the foregoing, would constitute in the case of an Event of Default arising from certain events of bankruptcy or insolvency as specified in clauses (h) and (i) of Section 6.01 of the Indenture with respect to the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries, all outstanding Notes will become due and payable immediately without further action or notice. Holders of a Significant Subsidiarymajority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal of, premium, if any, or interest on any Note) if and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in the interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of principal of, Special Interest, if any, or interest on, the Notes (other than non-payment of principal of or interest on or Special Interest, if any, on the Notes that become due solely because of the acceleration of the Notes) (provided that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.1013(a), 4.14 13(d) or 5.1 13(e) of the Second Supplemental Indenture or Article 7 of the Indenture (as superseded by subsection 15 of Section 1.01 of the Second Supplemental Indenture); (iv) failure by the Company or any Restricted Subsidiary for 30 60 days after notice from to the Trustee Company or the Holders of at least 2510% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with certain other agreements in the provisions described in Sections 4.7 Indenture and 4.9, of the IndentureNotes; (v) failure by default under certain other agreements relating to Debt of the Company which default results in the acceleration of such Debt prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any Subsidiary for 60 days after notice from of its Material Subsidiaries. If any Event of Default (other than an Event of Default of the type described in clause (vii) above) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding Notes may declare all the Notes to comply with its other agreements be due and payable. Notwithstanding the foregoing, in the Indenture or the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any case of their its Subsidiaries (or the payment an Event of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) arising from certain events of bankruptcy or insolvency with respect insolvency, all outstanding Notes will become due and payable without further action or notice; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of Outstanding Notes of such issue may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal, have been cured or waived as provided in the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Companypayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of its Significant Subsidiaries Default, to deliver to the Trustee a statement specifying such Default or any group Event of Subsidiaries that, taken together, would constitute a Significant SubsidiaryDefault.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, Additional Amounts if any, with respect to on the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 Section 4.12 or 5.1 4.17 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after it receives written notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding Notes to comply with its observe or perform any other agreements covenant or other agreement in the Indenture or the Senior Subordinated Notes; (v) the declaration or payment of any dividend or the making of any other payment or distribution described in Section 4.09(a) of the Indenture, which declaration, payment or distribution would not be permitted by Section 4.09(b) of the Indenture if it were treated as a Restricted Payment; (vi) other than in connection with a Permitted Merger, the Company, the Parent or a Guarantor consolidates or merges with or into (whether or not such entity is the surviving corporation), or sells, assigns, transfers, leases, conveys, demerges or otherwise disposes of all or substantially all of its properties and assets in one or more related transactions, to, another Person, unless the conditions precedent specified in clauses (1) through (5) of Sections 5.01(a) or 5.01(b) (as applicable) of the Indenture have been complied with; (vii) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Financial Indebtedness for money borrowed by the Company Parent or any of their its Subsidiaries Restricted Subsidiary (or the payment of which is guaranteed by the Company Parent or any of its Subsidiaries) Restricted Subsidiary), whether such Financial Indebtedness or guarantee now exists, exists or is created after the date of the Indenture, which default (A) (ia) is caused by a failure to pay when due at final stated maturity (giving effect principal of or premium or interest or additional amounts on such Financial Indebtedness prior to the expiration of any grace period related thereto) provided in such Financial Indebtedness, including any principal of or premium, if any, or interest on such Indebtedness extension thereof (a "“Payment Default"”) or (iib) results in the acceleration of such Financial Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Financial Indebtedness, together with the principal amount of any other such Financial Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $15.0 million 25,000,000, and provided further, that if such default is cured or morewaived or any such acceleration rescinded, or such Financial Indebtedness is repaid within a period of ten days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as said rescission does not conflict with any judgment or decree; (viiviii) failure by the Company Parent or any of its Subsidiaries Restricted Subsidiary to pay final judgments (not covered by insurance) aggregating in excess of $5.0 million25,000,000, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; (ix) failure by any Guarantor to perform any covenant set forth in its Note Guarantee, or the repudiation by any Guarantor of its obligations under its Note Guarantee or the unenforceability of any Note Guarantee for any reason other than as provided in the Indenture; (x) the invalidity or unenforceability with respect to the Collateral or the Security Documents as described in Section 6.01(m) of the Indenture; and (viiixi) certain events of bankruptcy or insolvency with respect to the CompanyParent, any of its Significant Subsidiaries the Company or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may, by notice, declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Parent, the Company or any Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. The Holders of a majority in principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders, rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, Additional Amounts, if any, or premium, if any, that have become due solely because of such acceleration) have been cured or waived. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may, on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, if any, or interest on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days by the Company in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (iiA) default in payment when due of the principal of (or premium, if any, on) any Notes when the same becomes due and payable at maturity, by acceleration or otherwise, (B) the redemption price on any redemption date, or (C) the Change of Control Offer Price or the Net Proceeds Offer Price on the Senior Subordinated Notesapplicable Offer Purchase Date relating to such Offer; (ii) default by the Company in the payment of interest on any Note when the same becomes due and payable, which default continues for a period of 30 calendar days; (iii) failure by the Company or any Restricted Subsidiary of the Company to comply with any of its covenants or agreements in the provisions described Notes or the Indenture (other than those referred to in Sections 4.10clauses (i) and (ii) above), 4.14 or 5.1 which failure continues for 45 calendar days after receipt by the Company of the Indenturea Notice of Default specifying such Default; (iv) failure by an event of default on any other Indebtedness for borrowed money of the Company or any of its Restricted Subsidiary for 30 days Subsidiaries having an aggregate amount outstanding in excess of $5 million which default (A) is caused by a failure to pay when due (after notice from giving effect to any grace periods) any principal of, or premium, if any, or interest on, such Indebtedness or (B) has caused the Trustee or at least 25% holders thereof to declare such Indebtedness due and payable in principal amount advance of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indentureits scheduled maturity; (v) failure by certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary of the Company; or (vi) the rendering of final non-appealable judgments for the payment of money which in the aggregate exceed $5 million (net of applicable insurance coverage which is acknowledged in writing by the insurer) against the Company or any Significant Subsidiary of the Company by a court and which remain unstayed or undischarged for a period of 60 days after notice from calendar days. A Default under clause (iii) of the immediately preceding paragraph is not an Event of Default until the Trustee notifies the Company, or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then at the time outstanding to comply with its other agreements notify the Company and the Trustee, of the Default and the Company does not cure such Default within 45 days after receipt of such notice. Notwithstanding the foregoing, if an Event of Default specified in clause (iv) of the Indenture immediately preceding paragraph occurs and is continuing, such Event of Default and all consequences thereof (including, without limitation, any acceleration or resulting payment default) shall be annulled and rescinded, automatically and without any action by the Trustee or the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date holders of the IndentureNotes, which default (A) if (i) the Indebtedness that is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal the subject of or premiumsuch Event of Default has been repaid, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results the default relating to such Indebtedness is waived or cured (and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in the acceleration respect of such Indebtedness prior to its express maturity Indebtedness). If any Event of Default under clauses (i), (ii), (iii), (iv) or (vi) of the immediately preceding paragraph occurs and (B) is continuing, then the Holders of at least 25% in each case, the aggregate principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure then outstanding Notes by written notice to the Company or and the Trustee may declare the unpaid principal of, and any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 millionaccrued interest on, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) certain events of bankruptcy or insolvency with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary.all the

Events of Default include. (ia) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, Damages with respect to to, the Senior Subordinated NotesNotes and such default continues for a period of 30 days (whether or not prohibited by Article 10 of the Indenture); (iib) default in the payment when due of the principal of or premium, if any, on the Senior Subordinated NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise (whether or not prohibited by Article 10 of the Indenture); (iiic) failure by the Company or any Restricted Subsidiary of its Subsidiaries to comply with any of the provisions described in Sections 4.10, 4.14 or 5.1 of Section 5.01 of the Indenture; (ivd) failure by the Company or any Restricted Subsidiary of its Subsidiaries to comply with any of the provisions of Sections 4.07, 4.09, 4.10 and 4.15 of the Indenture for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from by the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding outstanding; (e) failure by the Company to comply with its observe or perform any other agreements covenant, representation, warranty or other agreement in the Indenture or the Senior Subordinated NotesNotes for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding; (vif) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) , whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default Indenture (A) (ia) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default") or (iib) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $15.0 5.0 million or moremore and such default shall not have been cured or acceleration rescinded within a five business day period; (viig) failure a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) certain events of bankruptcy or insolvency with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken togetheras a whole, would constitute a Significant SubsidiarySubsidiary and such judgment or judgments remain undischarged for a period (during which execution shall not be effectively stayed) of 60 days, provided that the aggregate of all such undischarged judgments exceeds $5.0 million; (h) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; or (i) except as permitted in the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acing on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided, that so long as any Indebtedness permitted to be incurred pursuant to clause (i) of the second paragraph of Section 4.09 hereof shall be outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration under any such other Indebtedness or (ii) five Business Days after receipt by the Company of written notice of such acceleration of the Notes. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to to, the Senior Subordinated Notes, whether or not prohibited by Article 10 of the Indenture; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, whether or not prohibited by Article 10 of the Indenture; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 Section 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiary Subsidiaries to comply with Sections 4.07, 4.09. 4.10 or 4.15 of the Indenture for a period of 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from by the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding to comply with its other agreements in the Indenture or the Senior Subordinated Notesvoting as a single class; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed failure by the Company or any of its Subsidiaries) whether such Indebtedness Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or guarantee now exists, or is created after the date Holders of at least 25% in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to observe or perform any other covenant or other agreement in the Indenture; (vi) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or morematurity; (vii) failure by the Company or any of its Subsidiaries to pay certain final judgments aggregating in excess for the payment of $5.0 million, which judgments are not paid discharged or stayed within money that remain undischarged for a period of 60 days after their entrydays; and (viii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Restricted Subsidiaries that are Significant Subsidiaries Subsidiaries; and (ix) except as permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any group Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Note Guarantee. If any Event of Subsidiaries thatDefault occurs and is continuing, taken togetherthe Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, would constitute in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a Significant Subsidiarymajority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium and Liquidated Damages, if any, or interest on, the Notes (other than non-payment of amounts that became due solely because of the acceleration of the Notes). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 4.07, 4.09, 4.10 and 4.9, 4.13 of the Indenture; (viv) failure by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (iA)(i) is caused by a failure to pay when due at final stated maturity (principal of such Indebtedness after giving effect to any grace period related thereto) any principal of or premium, if any, or interest on provided in such Indebtedness on the date of such default (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express stated maturity and and, (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 20.0 million or more; (viivi) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 20.0 million, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; and (viiivii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Significant Subsidiaries If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, all outstanding Notes will become due and payable without further action or notice. Upon any group acceleration of Subsidiaries thatmaturity of the Notes, taken togetherall principal of and accrued interest and Liquidated Damages, if any, on (if on or after October 15, 2002) or Accreted Value of and Liquidated Damages, if any, on (if prior to October 15, 2002) the Notes shall be due and payable immediately. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (v) of the preceding paragraph, the declaration of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (v) of the preceding paragraph have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (a) the annulment of the acceleration of Notes would constitute not conflict with any judgment or decree of a Significant Subsidiarycourt of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Events of Default include. (i) default by the Issuer for 30 days in the payment when due of interest on on, or Liquidated DamagesAdditional Amounts or Special interest, if any, with respect to to, the Senior Subordinated Notes; (ii) default by the Issuer in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company Issuer or any Restricted Subsidiary of its Subsidiaries to comply with the provisions described in Sections 4.104.07, 4.14 4.08, 4.18 or 5.1 4.19 or Article V of the Indenture; (iv) failure by the Company Issuer or any Restricted Subsidiary of its Subsidiaries for 30 days after notice from to the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure Issuer by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with its any covenant, representation, warranty or certain other agreements in the Indenture or the Senior Subordinated NotesNotes or the Notes Security Pledge Agreement; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company Issuer or any of its Subsidiaries) whether such Restricted Subsidiaries under certain other agreements relating to Indebtedness or guarantee now exists, or is created after the date of the Indenture, Issuer which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and maturity; (Bvi) in each case, repudiation by the principal amount Issuer of any such Indebtedness, together with of its obligations under the principal amount Notes Security Pledge Agreement or determination by any court of competent jurisdiction that any other such Indebtedness under which there has been a Payment Default or provision of the maturity of which has been so accelerated, aggregates $15.0 million or moreNotes Security Pledge Agreement is unenforceable against the Issuer for any reason; (vii) failure by the Company or any of its Subsidiaries to pay certain final judgments aggregating in excess for the payment of $5.0 million, which judgments are not paid discharged or stayed within money that remain undischarged for a period of 60 days after their entrydays; and (viii) certain events of bankruptcy or insolvency with respect to the Company, Issuer or any of its Significant Subsidiaries Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any group trust or power. The Trustee may withhold from Holders of Subsidiaries thatthe Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Special Interest or Additional Amounts on, taken togetheror the principal of, would constitute the Notes. The Issuer is required to deliver to the Trustee annually a Significant Subsidiarystatement regarding compliance with the Indenture, and the Issuer is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, Damages with respect to to, the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; (iii) failure by the Company or any Restricted Subsidiary of its Subsidiaries to comply with the provisions described in Sections 4.10of Section 4.07, 4.14 4.09, 4.10 or 5.1 4.15 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary Subsidiaries for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with any of its other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (ia) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default") or (iib) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 5.0 million or more; (viivi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; (vii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any of its Significant Subsidiaries Restricted Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Restricted Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in of Sections 4.10801, 4.14 or 5.1 1013 and 1017 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary Guarantor for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding to comply with any of its other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgageSubsidiary Guarantee shall for any reason cease to be, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed asserted by the Company or any of their its Subsidiaries Subsidiary Guarantor, as applicable, not to be, in full force and effect (or except pursuant to the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount release of any such Indebtedness, together Subsidiary Guarantee in accordance with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or moreIndenture); (viivi) failure by the Company or any of its Subsidiaries (other than Non-Recourse Subsidiaries) to pay final judgments aggregating Indebtedness of the Company or any Subsidiary (other than Non-Recourse Indebtedness or Limited Recourse Indebtedness) when due within the applicable grace period, which Indebtedness exceeds $10 million; (vii) the entry of a judgment in an uninsured or underdemnified aggregate amount in excess of $5.0 10.0 million, which judgments are judgment is not paid or discharged or stayed within for a period of 60 days after their entrydays; and (viii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Subsidiaries (other than NonRecourse Subsidiaries) that constitute a Significant Subsidiaries Subsidiary or any group of Subsidiaries (other than Non-Recourse Subsidiaries) that, taken together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Subsidiary (other than a Non-Recourse Subsidiary) that constitutes a Significant Subsidiary or any group of Subsidiaries (other than NonRecourse Subsidiaries) that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on on, the Senior Subordinated Notes; (iii) failure by the Company or any of its Restricted Subsidiary Subsidiaries to comply with the provisions described in Sections 4.10Section 3.09, 4.11, 4.14 or 5.1 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary Subsidiaries for 60 days after notice from to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding voting as a single class to comply with its any of the other agreements in the Indenture or the Senior Subordinated NotesIndenture; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or morematurity; (viivi) failure by the Company or any of its Restricted Subsidiaries to pay certain final judgments aggregating in excess that remain undischarged for a period of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entrydays; and (viiivii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Restricted Subsidiaries that is a Significant Subsidiaries Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (viii) except as permitted by the Note Documents, any Security Document establishing the Parity Liens ceases for any reason to be enforceable with respect to any Collateral having a fair market value of not more than $25.0 million, which failure is not cured within 45 days; (ix) except as permitted by the Note Documents, any Parity Lien purported to be granted under any Security Document on Collateral, individually or in the aggregate, having a fair market value in excess of $25.0 million, ceases to be an enforceable and perfected second-priority Lien, which failure is not cured within 45 days; (x) the Company or any Guarantor, or any Person acting on behalf of any of them, denies or disaffirms its obligations set forth in or arising under any Note Document establishing Parity Liens; and (xi) except as permitted by any Note Document, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under its Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; , (iii) failure by the Company or any Restricted Subsidiary for 30 days to comply with the provisions described in Sections 4.10, 4.14 or 5.1 any of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its other agreements in the Indenture or the Senior Subordinated Notes; (viiv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money moony borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, exists as of the date of the Indenture or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default") or (iiB) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 2.5 million or more; (viiv) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 2.5 million, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; and (viiivi) certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries; and (vii) except as permitted by the Indenture, any Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any of its Significant Subsidiaries Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default in payment when due and payable (whether at maturity, upon redemption, acceleration or otherwise) of principal of, or premium, if any, on the Notes; (ii) default for 30 days or more in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10Holdings, 4.14 or 5.1 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary Guarantor for 60 days after receipt of written notice from given by the Trustee or the Holders of at least not less than 25% in of the aggregate principal amount of the Senior Subordinated Notes then outstanding Notes (with a copy to the Trustee) to comply with any of its other obligations, covenants or agreements (other than a default referred to in clauses (i) and (ii) above) contained in the Indenture or the Senior Subordinated Notes; (viiv) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company Holdings or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company Holdings or any of its Subsidiaries) whether such Restricted Subsidiaries other than Indebtedness owed to the Company or guarantee now existsGuarantor, or is created after the date of the Indenture, which default if both: (A) (i) is caused by a such default either results from the failure to pay when due any principal of such Indebtedness at its stated final stated maturity (after giving effect to any applicable grace period related theretoperiods) any or relates to an obligation other than the obligation to pay principal of or premium, if any, or interest on any such Indebtedness (a "Payment Default") or (ii) at its stated final maturity and results in the acceleration holder or holders of such Indebtedness causing such Indebtedness to become due prior to its express maturity stated maturity; and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregates aggregate $15.0 75.0 million or moremore at any one time outstanding; (viiv) failure by Holdings, the Company or any of its Subsidiaries Significant Subsidiary to pay final judgments aggregating in excess of $5.0 75.0 million, which final judgments are not paid discharged or stayed within remain unpaid, undischarged and unstayed for a period of more than 60 days after their entrysuch judgment becomes final and non -appealable, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; (vi) certain events of bankruptcy or insolvency with respect to Holdings, the Company or any Significant Subsidiary as described in the Indenture; and (viiivii) the Guarantee of Holdings or any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of Holdings or any Subsidiary Guarantor that is a Significant Subsidiary, as the case may be, denies in writing that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of its the Company that is a Significant Subsidiaries Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the Notes to be due and payable, such acceleration will not be effective until the earlier of (1) the acceleration of Indebtedness under the Credit Facilities or (2) five Business Days after receipt by the Company of written notice of such acceleration. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of all the Holders of Notes, rescind an acceleration or waive an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Notes (including in connection with an offer to purchase). Holdings or the Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of of, or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any of its Restricted Subsidiary Subsidiaries to comply with the provisions described in Sections 4.10, 4.14 Section 4.15 or 5.1 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiary Subsidiaries for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from by the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with Section 4.07, 4.09 or 4.10 of the Indenture; (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding to observe or perform any other agreements covenant, representation, warranty or other agreement in the Indenture Indenture, the Security Documents or the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay principal of or interest on such Indebtedness when due at final stated maturity (giving effect to any applicable grace period related thereto) periods and any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default"extensions thereof) or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) default under certain other agreements relating to Indebtedness of Holdings which default results in each case, the principal amount acceleration of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or moreprior to its express maturity; (vii) failure certain final judgments for the payment of money that remain undischarged, unpaid, unrestricted, unbonded or unstayed for a period of 60 days; (viii) (x) any Security Document is held in any judicial proceeding to be unenforceable or invalid in any material respect or ceases for any reason to be in full force and effect in any material respect, other than in accordance with the terms of the relevant Security Documents and except solely as a result of any action taken or not taken by the Collateral Trustee that was required to be taken or not taken by the Collateral Trustee pursuant to the Security Documents, (y) any security interest created by any Security Document ceases to be in full force and effect (except as permitted by the terms of the Indenture or the Security Documents and except solely as a result of any action taken or not taken by the Collateral Trustee that was required to be taken or not taken by the Collateral Trustee pursuant to the Security Documents) with respect to Collateral having a fair market value, as determined in good faith by the Company’s Board of Directors, in excess of $10.0 million, and such default continues for a period of 60 days after the Company receives notice thereof from the Trustee or from the Holders of at least 25% in principal amount of the Notes outstanding specifying such default or (z) the Company or any of its Subsidiaries to pay final judgments aggregating Restricted Subsidiaries, or any Person acting on behalf of any of them, asserts in writing that any Collateral having a fair market value, as determined in good faith by the Company’s Board of Directors, in excess of $5.0 million10.0 million is not subject to a valid, which judgments are not paid discharged perfected security interest (except as permitted by the terms of the Indenture or stayed within 60 days after their entrySecurity Documents); and (viiiix) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Significant Subsidiaries Subsidiaries; (x) except as permitted by the Indenture, any Subsidiary Guarantee of a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any group Guarantor which is a Significant Subsidiary or any Person acting on its behalf shall deny or disaffirm its obligations under its Subsidiary Guarantee, provided, however, that an Event of Default will also be deemed to occur with respect to Subsidiary Guarantors that are not Significant Subsidiaries thatif the Subsidiary Guarantees of such Insignificant Subsidiaries are held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or such Insignificant Subsidiaries deny or disaffirm their obligations under their Subsidiary Guarantees (other than in accordance with the terms of such Subsidiary Guarantee), if when aggregated and taken together, as a whole such Insignificant Subsidiaries would constitute meet the definition of a Significant Subsidiary; and (xi) (I) Holdings shall fail to have executed the Discount Notes Forbearance Agreement not later than September 15, 2013, (II) Holdings shall fail to have delivered a copy thereof to the Trustee within five (5) Business Days after the execution thereof, (III) the Discount Notes Forbearance Agreement shall fail to be in full force and effect, or Holdings shall fail to be in compliance therewith, at all times from and after September 15, 2013 until the indefeasible payment in full of all Obligations under the Notes or (IV) the Discount Notes Forbearance Agreement shall be amended, restated, modified or supplemented without the prior written consent of the holders of at least a majority in principal amount of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in failure to pay principal of, on the payment Notes when due (whether nor not prohibited by Article 10 or Article 12) of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated NotesIndenture; (ii) default in payment failure to pay interest on the Notes when due due, if such failure continues for a period of 30 days (whether or not prohibited by Article 10 or Article 12 of the principal of Indenture); or premiumto the extent interest is deemed paid in Additional Notes, if any, on the Senior Subordinated Notesfailure to issue and deliver such Additional Notes within 30 days after such interest is deemed paid; (iii) failure by the Company or any Restricted Subsidiary of its Subsidiaries to comply with the provisions described in Sections 4.104.07, 4.14 or 5.1 4.09, 4.10 and 4.15 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary of its Subsidiaries for 30 60 days after written notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated outstanding Notes to comply with the provisions described in Sections 4.7 and 4.9, any of the Indentureother agreements in the Indenture or the Notes; (v) failure by the Company or any of its Subsidiaries to pay when due the principal of, or interest on (prior to the expiration of any applicable grace period), or acceleration of, any debt for money borrowed by the Company or any of its Subsidiaries that is, in the aggregate, equal to or greater than $10 million; (vi) failure by the Company or any of its Subsidiaries to pay final judgments (including foreign judgments only to the extent enforcement thereof is sought in the United States or in any foreign jurisdiction where the Company owns assets of $10.0 million or more) aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries described in the Indenture; and (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for 60 days after notice from any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding Notes may declare all outstanding Notes to comply with its other agreements be due and payable immediately. Notwithstanding the foregoing, in the Indenture or the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any case of their its Subsidiaries (or the payment an Event of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) arising from certain events of bankruptcy or insolvency with respect described in the Indenture, an acceleration shall automatically be deemed to occur as to all outstanding Notes without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Companypayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding, by notice to the Trustee, may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default and its Significant Subsidiaries consequences under the Indenture, except a continuing Default or Event of Default in the payment of principal of, or interest on the Notes (including in connection with an offer to purchase as required by the terms of the Indenture); provided however, that Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any group related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Subsidiaries thatDefault arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, taken togetherand the Company is required upon becoming aware of any Default or Event of Default, would constitute to deliver to the Trustee a Significant Subsidiarystatement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on on, the Senior Subordinated Notes; (iii) failure by the Company or any of its Restricted Subsidiary Subsidiaries to comply with the provisions described in Sections 4.103.09, 4.11, 4.14 or 5.1 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary Subsidiaries for 60 days after notice from to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding voting as a single class to comply with its any of the other agreements in the Indenture or the Senior Subordinated NotesIndenture; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or morematurity; (viivi) failure by the Company or any of its Restricted Subsidiaries to pay certain final judgments aggregating in excess that remain undischarged for a period of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entrydays; and (viiivii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Restricted Subsidiaries that is a Significant Subsidiaries Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (viii) except as permitted by the Note Documents, any Security Document establishing the Parity Liens ceases for any reason to be enforceable with respect to any Collateral having a fair market value of not more than $25.0 million, which failure is not cured within 45 days; (ix) except as permitted by the Note Documents, any Parity Lien purported to be granted under any Security Document on Collateral, individually or in the aggregate, having a fair market value in excess of $25.0 million, ceases to be an enforceable and perfected second-priority Lien, which failure is not cured within 45 days; (x) the Company or any Guarantor, or any Person acting on behalf of any of them, denies or disaffirms its obligations set forth in or arising under any Note Document establishing Parity Liens; and (xi) except as permitted by any Note Document, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under its Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, Damages with respect to to, the Senior Subordinated NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); (iii) failure by the Company or any Restricted Subsidiary of its Subsidiaries for 30 days after notice to comply with the provisions described in Sections 4.10Section 4.07, 4.14 4.09, 4.10 or 5.1 4.15 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary its Subsidiaries for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with any of its other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 5.0 million or moremore (other than Existing Indebtedness to the extent it is secured by or paid by the drawing against a letter of credit permitted to be issued under the Indenture); (viivi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; and (viiivii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Significant Subsidiaries as set forth in the Indenture; and (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid in any material respect or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least a majority in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Company, any Significant Subsidiary or any group of Subsidiaries thatSubsidiaries, that taken together, together would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 5 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of the Notes when the same becomes due and payable at maturity, upon redemption, upon purchase, upon acceleration or premium, if any, on the Senior Subordinated Notesotherwise; (iii) failure by the Company or any Restricted Subsidiary Companies to comply with the provisions any of its agreements or covenants described in under Sections 4.08, 4.09, 4.10, 4.14 or 5.1 4.11, 4.12, 4.15 and 5.01 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary Companies for 30 days after notice from to the Companies by the Trustee or to the Companies and the Trustee by the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding voting as a single class to comply with the provisions described certain other agreements in Sections 4.7 and 4.9, of the Indenture; (v) default in the payment when due at stated maturity, mandatory redemption or otherwise of any (a) Subsidiary Securitization or (b) Indebtedness that aggregates $10.0 million or more of any of the Companies or any Subsidiary, or default in respect of any such Subsidiary Securitization or Indebtedness which default results in the acceleration of such Subsidiary Securitization or Indebtedness prior to its express stated maturity and such default (whether at maturity, by acceleration or otherwise) is not cured or waived, such acceleration is not rescinded or such indebtedness is not paid within 30 days of notice from the occurrence of such acceleration; (vi) certain final judgments for the payment of money in excess of $10.0 million in the aggregate that remain undischarged for a period of 30 days or, in the event such judgments have been bonded to the extent required pending appeal, after the date such judgments become non-appealable; (vii) certain events of bankruptcy or insolvency with respect to any Company or any Subsidiaries; and (viii) failure by the Company or any Subsidiary Companies to comply with the SAC Participation and Subordination Agreement, which failure continues for 60 30 days after notice from thereof. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding Notes may declare all the Notes to comply with its other agreements be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Senior Subordinated Notes; Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or except a Default relating to the payment of which principal or interest) if it determines that withholding notice is guaranteed by the Company or any in their interest. The Holders of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date a majority in aggregate principal amount of the IndentureNotes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each caseprincipal of, the principal amount Notes. The Companies are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Companies are required upon becoming aware of any such IndebtednessDefault, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) certain events of bankruptcy or insolvency with respect deliver to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken together, would constitute Trustee a Significant Subsidiarystatement specifying such Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesNotes when the same becomes due and payable at maturity, upon acceleration, required purchase or otherwise; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 Section 5.01 of the Indenture; (iv) failure by the Company to observe, perform or comply with any Restricted Subsidiary of the other covenants and agreements in the Indenture or the Notes and such failure to observe, perform or comply continues for a period of 30 days after receipt by the Company of a written notice from the Trustee or at least Holders of not less than 25% in aggregate principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9(including Additional Notes, of the Indentureif any) then outstanding voting as a single class; (v) failure by Indebtedness of the Company or any Restricted Subsidiary is not paid when due or within any applicable grace period or is accelerated by the holders thereof and, in either case, the total amount of such unpaid or accelerated Indebtedness exceeds $_______________; (vi) the entry by a court of competent jurisdiction of one or more judgments or orders against the Company or any Restricted Subsidiary in an uninsured aggregate amount in excess of $_______________ and such judgment or order is not discharged, waived, stayed or satisfied for a period of 60 consecutive days after notice from and (vii) certain events of bankruptcy, insolvency or reorganization affecting the Company or any Restricted Subsidiary. A Default under clause (v) or (vi) is not an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its other agreements in notify the Indenture Company of the Default. If any Event of Default occurs and is continuing, the Trustee or the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Holders of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results least 25% in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtednessthe then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, together with in the principal amount case of any other such Indebtedness under which there has been a Payment an Event of Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) arising from certain events of bankruptcy or insolvency with respect insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Companypayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, any of its Significant Subsidiaries or any group of Subsidiaries thatthe principal of, taken together, would constitute a Significant Subsidiarythe Notes.

Events of Default include. (i) default by the Issuer for 30 days in the payment when due of interest on on, or Liquidated DamagesAdditional Amounts or Special interest, if any, with respect to to, the Senior Subordinated Notes; (ii) default by the Issuer in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company Issuer or any Restricted Subsidiary of its Subsidiaries to comply with the provisions described in Sections 4.104.07, 4.14 4.08, 4.18 or 5.1 4.19 or Article V of the Indenture; (iv) failure by the Company Issuer or any Restricted Subsidiary of its Subsidiaries for 30 days after notice from to the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure Issuer by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with its any covenant, representation, warranty or other agreements in the Indenture or the Senior Subordinated NotesNotes or the Notes Security Pledge Agreement; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company Issuer or any of its Subsidiaries) whether such Restricted Subsidiaries under certain other agreements relating to Indebtedness or guarantee now exists, or is created after the date of the Indenture, Issuer which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and maturity; (Bvi) in each case, repudiation by the principal amount Issuer of any such Indebtedness, together with of its obligations under the principal amount Notes Security Pledge Agreement or determination by any court of competent jurisdiction that any other such Indebtedness under which there has been a Payment Default or provision of the maturity of which has been so accelerated, aggregates $15.0 million or moreNotes Security Pledge Agreement is unenforceable against the Issuer for any reason; (vii) failure by the Company or any of its Subsidiaries to pay certain final judgments aggregating in excess for the payment of $5.0 million, which judgments are not paid discharged or stayed within money that remain undischarged for a period of 60 days after their entrydays; and (viii) certain events of bankruptcy or insolvency with respect to the Company, Issuer or any of its Significant Subsidiaries Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any group trust or power. The Trustee may withhold from Holders of Subsidiaries thatthe Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Special Interest or Additional Amounts on, taken togetheror the principal of, would constitute the Notes. The Issuer is required to deliver to the Trustee annually a Significant Subsidiarystatement regarding compliance with the Indenture, and the Issuer is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, Damages with respect to to, the Senior Subordinated NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); (iii) failure by the Company or any Restricted Subsidiary of its Subsidiaries for 30 days after notice to comply with the provisions described in Sections 4.10Section 4.07, 4.14 4.09, 4.10 or 5.1 4.15 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary its Subsidiaries for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with any of its other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 5.0 million or moremore (other than Existing Indebtedness to the extent it is secured by or paid by the drawing against a letter of credit permitted to be issued under the Indenture); (viivi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; and (viiivii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Significant Subsidiaries as set forth in the Indenture; and (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid in any material respect or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Company, any Significant Subsidiary or any group of Subsidiaries thatSubsidiaries, that taken together, together would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, Damages 220 with respect to the Senior Subordinated NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesNotes (whether or not permitted by the subordination provisions of the Indenture); (iii) failure by the Company or any Restricted Subsidiary of its Subsidiaries for 30 days after notice to comply with the provisions described in Sections 4.10Section 4.07, 4.14 4.09, 4.10 or 5.1 4.15 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary its Subsidiaries for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with any of its other agreements in the Indenture or the Senior Subordinated Notes; Notes or (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 5.0 million or moremore (other than Existing Indebtedness to the extent it is secured by or paid by the drawing against a letter of credit permitted to be issued under the Indenture); (viivi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; and (viiivii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Significant Subsidiaries as set forth in the Indenture; and (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid in any material respect or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least a majority in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Company, any Significant Subsidiary or any group of Subsidiaries thatSubsidiaries, that taken together, together would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a 221 A2-9 majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an Offer to Purchase) or otherwise, (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 subsections 12(a) or 5.1 12(b) of Section 1.01 of the Indenture or Article 7 of the Indenture (as superseded by subsection 13 of Section 1.01 of the Sixth Supplemental Indenture); (iv) failure by the Company or any Restricted Subsidiary for 30 60 days after notice from to the Trustee Company or the Holders of at least 2510% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with certain other agreements in the provisions described in Sections 4.7 Indenture and 4.9, of the IndentureNotes; (v) failure by default under certain other agreements relating to Debt of the Company which default results EXHIBIT A in the acceleration of such Debt prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any Subsidiary for 60 days after notice from of its Material Subsidiaries. If any Event of Default (other than an Event of Default of the type described in clause (vii) above) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding Notes may declare all the Notes to comply with its other agreements be due and payable. Notwithstanding the foregoing, in the Indenture or the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any case of their its Subsidiaries (or the payment an Event of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) arising from certain events of bankruptcy or insolvency with respect insolvency, all outstanding Notes shall become due and payable without further action or notice; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of Outstanding Notes of such issue may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal, have been cured or waived as provided in the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Companypayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of its Significant Subsidiaries Default, to deliver to the Trustee a statement specifying such Default or any group Event of Subsidiaries that, taken together, would constitute a Significant SubsidiaryDefault.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to Damages on the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (iiiincluding in connection with an offer to purchase) failure or A-6 00 xxxxxxxxx, (xxx) xxxlure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 Section 4.10 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after written notice from to the Company by the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its any other agreements covenant, representation, warranty or other agreement in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such all Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, accelerated aggregates $15.0 10.0 million or more; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (vii) failure by certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries Significant Subsidiaries; (viii) any Subsidiary Guarantee shall be held in any judicial proceeding to pay final judgments aggregating be unenforceable or invalid or shall cease for any reason to be in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entryfull force and effect; and (viiiix) any Gaming License of the Company or any of its Restricted Subsidiaries is revoked, terminated or suspended or otherwise ceases to be effective, resulting in the cessation or suspension, for a period of more than 90 days, of operations of any portion of the business of the Company or any of its Restricted Subsidiaries that accounted for more than 10% of the Consolidated Cash Flow of the Company for the period of the four consecutive fiscal quarters most recently ended for which internal financial statements are available, provided that any voluntary relinquishment of a Gaming License if such relinquishment is, in the reasonable good faith judgment of the Board of Directors of the Company, evidenced by a resolution of such Board, both desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and not disadvantageous in any material respect to the Holders of the Notes shall not constitute an Event of Default hereunder. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately; provided that if upon such declaration there are any amounts outstanding under the New Credit Facility and the amounts thereunder have not been accelerated, such principal and interest shall be due and payable upon the earlier of the time such amounts are accelerated or five Business Days after the receipt by the Company and the Representative under the New Credit Facility of such declaration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of its Significant Subsidiaries the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any group Default or Event of Subsidiaries that, taken together, would constitute Default to deliver to the Trustee a Significant Subsidiarystatement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated NotesDebentures; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesDebentures; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in of Sections 3.09, 4.10, 4.14 4.15 or 5.1 Article 5 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 45 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, any of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its other agreements in the Indenture or the Senior Subordinated NotesDebentures; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or including any Indebtedness the payment of which is guaranteed by the Company or any of its Subsidiaries) other than a Receivables Subsidiary whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (ia) is caused by a failure to pay when due principal or a premium, if any, on such Indebtedness at final stated maturity (giving effect to any grace period related thereto) any the Stated Maturity for such payment of principal of or premium, if any, or interest on such later date as has been agreed in a writing (provided such writing is entered into prior to such Stated Maturity) by the parties to the documentation relating to such Indebtedness (a "Payment Default") or (iib) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 12.5 million or more; (viivi) failure by the Company or any of its Subsidiaries other than a Receivables Subsidiary to pay final judgments aggregating in excess of $5.0 12.5 million, which judgments are not paid paid, discharged or stayed within for a period of 60 days (or 90 days if prior to such sixtieth day the Company has delivered to the Trustee an Officers' Certificate attesting that a financially responsible insurance company of recognized national standing has acknowledged in writing complete liability for such judgment and attached a copy of such acknowledgment thereto); (vii) the failure of any material representation or warranty of the Company set forth in the Security and Pledge Agreement to be true and correct or the failure by the Company to perform any of its material covenants under the Security and Pledge Agreement which, in either case, (a) continues for five days after their entrythe earlier of the Company's management becoming aware thereof or the receipt of written notice thereof from the Trustee, the Collateral Agent or the Holders of 25% or more in principal amount of the then outstanding Debentures and (b) materially impairs or diminishes the Trustee's Lien on or the value of the Collateral (as defined in the Security and Pledge Agreement); (viii) repudiation by the Company of its obligations under the Security and Pledge Agreement or the unenforceability of the Security and Pledge Agreement against the Company for any reason; and (viiiix) repudiation by any Subsidiary of its obligations under any Subsidiary Guarantee or, except as permitted by the Indenture, any Subsidiary Guarantee shall be held in a judicial proceeding to be unenforceable or invalid in any material respect or shall cease to be in full force and effect; In the event of a declaration of acceleration of the Debentures because an Event of Default has occurred and is continuing as a result of a Payment Default or the acceleration of any Indebtedness described in clause (v) of the preceding paragraph, the declaration of acceleration of the Debentures shall be automatically annulled if (i) any Payment Default described in clause (v)(a) of the preceding paragraph has been cured or waived and (ii) the holders of any accelerated Indebtedness described in clause (v)(b) of the preceding paragraph have rescinded the declaration of acceleration in respect of such Indebtedness provided in each such case that (a) such cure, waiver or rescission of such declaration of acceleration shall have been made in writing within 30 days of the date of such Payment Default or declaration, as the case may be, and (b) the annulment of the acceleration of such Debentures would not conflict with any judgment or decree of a court of competent jurisdiction and (c) all existing Events of Default, except nonpayment of principal or interest on the Debentures that became due solely because of the acceleration of the Debentures, have been cured or waived. A Default under clause (iv) the first paragraph of this Paragraph 12 is not an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the then outstanding Debentures give written notice to the Company of the default and the Company does not cure the Default within the period provided in such clause. The notice must specify in reasonable detail the Default, demand that it be remedied and state that the notice is a "Notice of Default". If the Holders of 25% or more in principal amount of the then outstanding Debentures request the Trustee to give such notice on their behalf, the Trustee shall do so. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Debentures may declare all the Debentures to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency insolvency, with respect to the Company, any of its Significant Subsidiaries Subsidiary or any group of Subsidiaries thatSubsidiaries, that taken together, together would constitute a Significant Subsidiary, all outstanding Debentures will become due and payable without further action or notice. Holders of the Debentures may not enforce the Indenture or the Debentures except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Debentures may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Debentures notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Debentures then outstanding by notice to the Trustee may on behalf of the Holders of all of the Debentures waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Debentures. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on interest, on, or Liquidated Damages, if any, Damages with respect to to, any Notes whether or not prohibited by Article 10 of the Senior Subordinated NotesIndenture; (ii) the default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes, whether or not prohibited by Article 10 of the Indenture; (iii) failure by the Company or any of its Restricted Subsidiary Subsidiaries to comply with the provisions described in Sections 4.10, 4.14 or 5.1 of Section 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary Subsidiaries for 60 days after specified notice from the Trustee or the Holders of at least 25% in of the outstanding principal amount of the Senior Subordinated Notes then outstanding to comply with its any of the other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be secured or evidenced and outstanding any Indebtedness for money borrowed by the Company or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default if that default: (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of of, or interest or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment DefaultPAYMENT DEFAULT") ); or (iiB) results in the acceleration of such Indebtedness prior to its express maturity and (B) maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 20.0 million or more; (viivi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 20.0 million, which judgments are not paid paid, vacated, discharged or stayed within or non-appealable for a period of 60 days after their entryand in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; (vii) except as permitted by the Indenture, any Guaranty shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guaranty or DASI, or any Person acting on behalf of DASI, shall deny or disaffirm its obligations under the Parent Guaranty; and (viii) certain events of bankruptcy or insolvency with respect to DASI, the Company, Company or any of its Significant Subsidiaries Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any group trust or power. The Trustee may withhold from Holders of Subsidiaries thatthe Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, taken togetheror the principal of, would constitute the Notes. The Company is required to deliver to the Trustee annually a Significant Subsidiarystatement regarding compliance with the Indenture, and the Company is required upon becoming aware of an Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an Offer to Purchase) or otherwise, (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 subsections 12(a) or 5.1 12(b) of Section 1.01 of the Indenture or Article 7 of the Indenture (as superseded by subsection 13 of Section 1.01 of the Ninth Supplemental Indenture); (iv) failure by the Company or any Restricted Subsidiary for 30 60 days after notice from to the Trustee Company or the Holders of at least 2510% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with certain other agreements in the provisions described in Sections 4.7 Indenture and 4.9, of the IndentureNotes; (v) failure by default under certain other agreements relating to Debt of the Company which default results in the acceleration of such Debt prior to its express maturity; (vi) certain final EXHIBIT A judgments for the payment of money that remain undischarged for a period of 60 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any Subsidiary for 60 days after notice from of its Material Subsidiaries. If any Event of Default (other than an Event of Default of the type described in clause (vii) above) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding Notes may declare all the Notes to comply with its other agreements be due and payable. Notwithstanding the foregoing, in the Indenture or the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any case of their its Subsidiaries (or the payment an Event of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) arising from certain events of bankruptcy or insolvency with respect insolvency, all outstanding Notes shall become due and payable without further action or notice; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of Outstanding Notes of such issue may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal, have been cured or waived as provided in the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Companypayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of its Significant Subsidiaries Default, to deliver to the Trustee a statement specifying such Default or any group Event of Subsidiaries that, taken together, would constitute a Significant SubsidiaryDefault.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 5.01 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 4.07 and 4.94.09, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its other agreements in the Indenture or the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) certain events of bankruptcy or insolvency with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Notes may declare all the Senior Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any of its Significant Subsidiaries all outstanding Senior Notes will become due and payable without further action or notice. Holders of the Senior Notes may not enforce the Indenture or the Senior Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Senior Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Senior Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

Events of Default include. (i) default for 30 days in the payment when due of interest on interest, on, or Liquidated Damages, if any, Damages with respect to to, the Senior Subordinated NotesNotes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes, whether or not prohibited by Article 10 of the Indenture; (iii) failure by the Company or any of its Restricted Subsidiary Subsidiaries to comply with the provisions described in Sections 4.10, 4.14 or 5.1 of Section 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary Subsidiaries for 60 days after specified notice from the Trustee or the Holders of at least 25% in of the outstanding principal amount of the Senior Subordinated Notes then outstanding to comply with its any of the other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be secured or evidenced and outstanding any Indebtedness for money borrowed by the Company or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default if that default: (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of of, or interest or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment DefaultPAYMENT DEFAULT") ); or (iiB) results in the acceleration of such Indebtedness prior to its express maturity and (B) maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 20.0 million or more; (viivi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 20.0 million, which judgments are not paid paid, vacated, discharged or stayed within or non-appealable for a period of 60 days after their entrydays, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; (vii) except as permitted by the Indenture, any Guaranty shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guaranty or DASI, or any Person acting on behalf of DASI, shall deny or disaffirm its obligations under the Parent Guaranty; and (viii) certain events of bankruptcy or insolvency with respect to DASI, the Company, Company or any of its Significant Subsidiaries Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any group trust or power. The Trustee may withhold from Holders of Subsidiaries thatthe Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, taken togetheror the principal of, would constitute the Notes. The Company is required to deliver to the Trustee annually a Significant Subsidiarystatement regarding compliance with the Indenture, and the Company is required upon becoming aware of an Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if anyon, with respect to the Senior Subordinated Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Senior Subordinated Notes; (iii) failure by the Company TLLP or any of its Restricted Subsidiary Subsidiaries for 30 days after written notice to TLLP by the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class make a Change of Control Offer within the time periods set forth, or consummate a purchase of Notes when required pursuant to Sections 4.15 or 4.10 of the Indenture or to comply with the provisions described in Sections 4.10, 4.14 or 5.1 Section 5.01 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary TLLP for 30 120 days after written notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure TLLP by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then then-outstanding voting as a single class to comply with Section 4.03 of the Indenture, (v) failure by TLLP or any of its Restricted Subsidiaries for 60 days after written notice to TLLP by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then-outstanding voting as a single class to comply with any of the other agreements in the Indenture or the Senior Subordinated NotesIndenture; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, Issuers which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect principal on such Indebtedness prior to any the expiration of the grace period related thereto) any principal of or premium, if any, or interest on provided in such Indebtedness (a "“Payment Default"”) or (iiB) results in the acceleration of such Indebtedness prior to its express maturity and (B) maturity, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been case subject to a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or moreminimum threshold and cure period; (vii) failure by the Company or any of its Subsidiaries to pay certain final judgments aggregating in excess for the payment of $5.0 million, which judgments are not paid discharged or stayed within money that remain undischarged for a period of 60 days after their entrydays; and (viii) certain events of bankruptcy or insolvency with respect to the Company, Issuers or any of its TLLP’s Restricted Subsidiaries that is a Significant Subsidiaries Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (ix) except as permitted by the Indenture, any Note Guarantee from a Guarantor that is a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Finance Corp., TLLP or any Restricted Subsidiary of TLLP that is a Significant Subsidiary or any group of Restricted Subsidiaries of TLLP that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any. The Holders of at least a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Issuers and the Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers and the Guarantors are required, within ten Business Days of becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due breach of the principal of or premium, if any, certain restrictions on the Senior Subordinated NotesCompany's ability to consolidate with or merge into another corporation or convey or transfer its properties and assets substantially as an entirety; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding to comply with its other agreements in the Indenture or the Senior Subordinated Notesthis Note; (viiv) default defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee indebtedness now exists, exists or is created after the date of the Indenture, which default (A) (ia) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness indebtedness within the grace period provided in such indebtedness (a "Payment DefaultPAYMENT DEFAULT") or (iib) results in the acceleration of such Indebtedness indebt edness prior to its express maturity and (B) and, in each case, case the principal amount of any such Indebtednessindebtedness, together with the principal amount of any other such Indebtedness indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 5 million or more; (viiv) failure a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company and such judgment or any judgments remain undischarged for a period (during which execution shall not be effectively stayed) of its Subsidiaries to pay final 60 days, except that the aggregate of all such undischarged judgments aggregating in excess of exceeds $5.0 1 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viiivi) certain events of bankruptcy or insolvency with respect to the Company; (vii) the occurrence of a Purchase Termination Event, any Pay Out Event or Servicer Default regardless of whether the Certificateholders have exercised a remedy with respect thereto; (viii) defaults of SRI pursuant to its Significant Subsidiaries outstanding Senior Notes and Senior Subordinated Notes or any group indebtedness issued to extend, refinance or replace the Senior Notes or Senior Subordinated Notes, which default results in the acceleration of Subsidiaries thatsuch indebtedness; or (ix) the Company shall become subject to regulation by the Com mission as an "investment company" within the meaning of the Investment Company Act of 1940, taken togetheras amended. Defaults arising under clauses (i), would (ii), (vi), (vii) and (viii) above will constitute a Significant Subsidiaryan automatic event of de fault (an "EVENT OF DEFAULT"). Defaults arising under clauses (iii), (iv), (v) and (ix) above will constitute an Event of Default only upon the affirmative vote of the Holders of more than 50% of the outstanding principal amount of the Notes. If an Event of Default occurs and is continu ing, all outstanding Notes will become due and payable without further action or notice. The Holders of the Notes may not enforce the Indenture or the Notes except as provid ed in the Indenture.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesNotes at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or an Assets Sale Offer); (iii) failure by any Issuer or the Company or any Restricted Subsidiary Parent to comply with Section 5.1 of the provisions described in Sections 4.10, 4.14 Indenture or 5.1 the failure by any Subsidiary Guarantor to comply with Section 10.2 of the Indenture; (iv) failure by any Issuer, the Company Parent, any Guarantor or any Restricted Subsidiary for 30 days in the performance of any other covenant, warranty or agreement in the Indenture or the Notes after written notice from shall have been given to the Company by the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from and the Trustee or the from Holders of at least 25% in principal amount of the Senior Subordinated Notes of such then outstanding to comply with its other agreements in the Indenture or the Senior Subordinated Notesoutstanding; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any applicable grace period related theretoperiods and any extensions thereof) the principal amount of Non-Recourse Indebtedness of the Company, the Parent or any of their respective Restricted Subsidiaries with an aggregate principal amount in excess of or premiumthe lesser of (A) 10% of the total assets of the Company, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration Parent and their respective Restricted Subsidiaries measured as of such Indebtedness the end of the Parent's most recent fiscal quarter for which internal financial statements are available immediately prior to its express maturity the date on which such default occurred, determined on a pro forma basis and (B) in each case$50 million, and such failure continues for a period of 10 days or more, or the acceleration of the final stated maturity of any such Non-Recourse Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 10 days of receipt by the Company, the Parent or such Restricted Subsidiary of notice of such acceleration); (vi) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness (other than Non-Recourse Indebtedness) of the Company, the Parent or any Restricted Subsidiary of the Company or the Parent and such failure continues for a period of 10 days or more, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 10 days of receipt by the Company, the Parent or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default Indebtedness, in default for failure to pay principal at final maturity or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) certain events of bankruptcy or insolvency each case with respect to which the Company10-day period described above has passed, any of its Significant Subsidiaries or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary.aggregates

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damagesand Special Interest, if any, with respect to on the Senior Subordinated Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Senior Subordinated Notes; (iii) failure by the Company or any of its Restricted Subsidiary Subsidiaries to comply with the provisions described in of Sections 4.07, 4.09, 4.10, 4.14 4.15 or 5.1 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiary Subsidiaries for 30 60 days after notice from (or, in the Trustee or at least 25% in principal amount case of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, Section 4.03 of the Indenture; (v, 120 days) failure by after notice to the Company or any Subsidiary for 60 days after notice from by the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding to comply with its any of the other agreements in the Indenture or the Senior Subordinated NotesIndenture; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of Payment Default or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or morematurity; (viivi) failure by the Company or any of its Restricted Subsidiaries to pay certain final judgments aggregating in excess of $5.0 millionjudgments, which judgments are not paid paid, discharged or stayed within stayed, for a period of 60 days after their entrydays; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary and (viii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest or Special Interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration or waive an existing Default or Event of Default and its Significant Subsidiaries consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest or Special Interest, if any, on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any group Default or Event of Subsidiaries thatDefault, taken together, would constitute to deliver to the Trustee a Significant Subsidiarystatement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, Damages with respect to to, the Senior Subordinated NotesNotes (whether or not prohibited by the provisions of Article 10 of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise (whether or not prohibited by the provisions of Article 10 of the Indenture), (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 Section 4.10 and 4.15 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from to comply with certain other agreements in the Indenture or this Senior Subordinated Note; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (vii) except as permitted by the Indenture, any Subsidiary Guarantee by a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary, or any Person acting on behalf of any Guarantor that is a Significant Subsidiary, denies or disaffirms its obligations under its Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Subordinated Notes then may declare all the Senior Subordinated Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding to comply with its other agreements in Senior Subordinated Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Senior Subordinated Notes; Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Senior Subordinated Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Senior Subordinated Notes notice of any continuing Default or Event of Default (vi) default under any mortgage, indenture except a Default or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Event of their its Subsidiaries (or Default relating to the payment of which principal or interest) if it determines that withholding notice is guaranteed in their interest. The Holders of a majority in aggregate principal amount of the Senior Subordinated Notes then outstanding by notice to the Company Trustee may on behalf of the Holders of all of the Senior Subordinated Notes waive any existing Default or any Event of Default and its Subsidiaries) whether such Indebtedness consequences under the Indenture except a continuing Default or guarantee now existsEvent of Default in the payment of interest on, or is created after the date of principal of, the Senior Subordinated Notes. The Company and each Guarantor are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, which default (A) (i) and the Company is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount required upon becoming aware of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity Event of which has been so acceleratedDefault, aggregates $15.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) certain events of bankruptcy or insolvency with respect deliver to the Company, any Trustee a statement specifying such Default or Event of its Significant Subsidiaries or any group of Subsidiaries that, taken together, would constitute a Significant SubsidiaryDefault.

Events of Default include. (i) default for 30 days in the payment when due of interest or Special Interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any of its Restricted Subsidiary Subsidiaries to comply with the provisions described in Sections 4.10Section 4.07, 4.14 4.09, 4.10 or 5.1 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary Subsidiaries for 60 days after notice from to the Company by the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with its certain other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of of, or interest or premium, if any, or interest on such Indebtedness (a "Payment Default") prior to the expiration of the grace period provided in such Indebtedness of the date of such default or (ii) results in the acceleration of such Indebtedness prior to its express maturity and maturity; (Bvi) in each case, certain final judgments for the principal amount payment of any such Indebtedness, together with the principal amount money that remain undischarged for a period of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more60 days; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Significant Subsidiaries Material Subsidiaries; and (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any group Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Subsidiary Guarantee. If any Event of Subsidiaries thatDefault occurs and is continuing, taken togetherthe Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, would constitute in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a Significant Subsidiarymajority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to to, the Senior Subordinated Notes; (ii) default in payment when due of the principal of of, or premium, if any, on on, the Senior Subordinated Notes; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with the provisions described in Sections 4.7 and 4.94.07, 4.09, 4.10 or 4.13 of the Indenture; (viv) failure by the Company or any Subsidiary of its Restricted Subsidiaries for 60 days after notice from the Trustee or by the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the IndentureIssue Date, which default (A) (ia) is caused by a failure to pay when due at final stated maturity (principal of such Indebtedness after giving effect to any grace period related thereto) any principal of or premium, if any, or interest on provided in such Indebtedness (a "Payment Default") or (iib) results in the acceleration of such Indebtedness prior to its express stated maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million 7,500,000 or more; (viivi) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million7,500,000 (net of any amounts with respect to which a reputable and creditworthy insurance company has acknowledged liability in writing), which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; (vii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Significant Subsidiaries Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Upon any acceleration of maturity of the Notes, all principal of and accrued interest and Liquidated Damages, if any, on the Notes shall be due and payable immediately. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (v) of the preceding paragraph, the declaration of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (v) of the preceding paragraph have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (a) the annulment of the acceleration of Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Events of Default include. (i1) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) a default in payment when due and payable, upon redemption, acceleration or otherwise, of the principal of of, or premium, if any, on the Senior Subordinated Notes; (iii2) a default for 30 continuous days or more in the payment when due of interest or Additional Amounts on or with respect to the Notes; (3) the failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 of the Indenture; (iv) failure by the Company Issuer or any Restricted Subsidiary for 30 60 continuous days after receipt of written notice from given by the Trustee or at least 25by the Holders of not less than 30% in principal amount of the Senior Subordinated then outstanding Notes to comply with the provisions described any of its obligations, covenants or agreements (other than a default referred to in Sections 4.7 and 4.9, of the Indenture; clause (v1) failure by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its other agreements (2) above) contained in the Indenture or the Senior Subordinated Notes; (vi4) a default under any mortgage, indenture indenture, credit facility or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company Issuer or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company Issuer or any of its SubsidiariesRestricted Subsidiaries (other than Indebtedness owed to the Issuer or a Restricted Subsidiary) whether such Indebtedness or guarantee now exists, exists or is created after the date issuance of the IndentureNotes, which default (A) if both (i) is caused by a such default either results from the failure to pay when due any principal of such Indebtedness at its stated final stated maturity (after giving effect to any applicable grace period related theretoperiods) any or relates to an obligation other than the obligation to pay principal of or premium, if any, or interest on any such Indebtedness (a "Payment Default") or at its stated final maturity and results in such Indebtedness becoming due prior to its stated maturity; and (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregates $15.0 to €50.0 million or moremore outstanding; (vii5) the failure by the Company Issuer or any Significant Subsidiary (or any group of its Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of the Issuer for a fiscal quarter end required to be provided under Section 4.03 of the Indenture) would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $5.0 million€50.0 million (net of amounts covered by insurance policies issued by reputable insurance companies), which final judgments are not paid discharged or stayed within remain unpaid, undischarged and unstayed for a period of more than 60 continuous days after their entrysuch judgment becomes final and due, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; and (viii6) certain events of bankruptcy or insolvency with respect to the CompanyIssuer, any of its Guarantor or any Significant Subsidiaries Subsidiary (or any group of Restricted Subsidiaries that, taken together, that together (as of the latest audited consolidated financial statements of the Issuer for a fiscal quarter end required to be provided under Section 4.03 of the Indenture) would constitute a Significant Subsidiary); and (7) any Guarantee of a Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of the Issuer for a fiscal quarter end required to be provided under Section 4.03 of the Indenture) would constitute a Significant Subsidiary) ceases to be in full force and effect (other than in accordance with the terms of such Guarantee or the Indenture) or is declared invalid or unenforceable in a judicial proceeding or any Guarantor denies or disaffirms in writing its obligations under its Guarantee and any such Default continues for 10 days. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on the Notes (whether or Liquidated Damages, if any, with respect to not prohibited by the Senior Subordinated Notessubordination provisions of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise (whether or not prohibited by the subordination provisions of the Indenture), (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections Section 3.10, 4.07, 4.09, 4.10, 4.14 or 5.1 5.01 of the Indenture; (iv) , which failure by the Company or any Restricted Subsidiary remains uncured for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from either the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding; (iv) failure by the Company for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding to comply with its certain other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness Debt for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness Debt or guarantee now exists, or is created after the date of the Indenture, which default (A) (ia) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness Debt prior to the expiration of the grace period provided in such Debt, on the date of such default (a "Payment Default") or (iib) results in the acceleration of such Indebtedness Debt prior to its express maturity and (B) and, in each case, the principal amount of any such IndebtednessDebt, together with the principal amount of any other such Indebtedness under which there has been a Payment Default Debt or the maturity of which has been so accelerated, aggregates $15.0 10.0 million or more; (viivi) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 10.0 million, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; and (viiivi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any of its Significant Subsidiaries Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary., all outstanding Notes will become due and payable

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; , (iii) failure by the Company or any Restricted Subsidiary for 30 days to comply with the provisions described in Sections 4.10, 4.14 or 5.1 any of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its other agreements in the Indenture or the Senior Subordinated Notes; (viiv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, exists as of the date of the Indenture or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default") or (iiB) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 2.5 million or more; (viiv) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 2.5 million, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; (vi) breach by the Company or any Subsidiary that has pledged a Subsidiary Intercompany Note of any representation or warranty set forth in the Pledge Agreement, or repudiation by the Company or any such Subsidiary of its obligations under the Pledge Agreement or the unenforceability of the Pledge Agreement against the Company or any such Subsidiary for any reason; and (viiivii) certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any of its Significant Subsidiaries Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections Section 4.10, 4.14 4.15 or 5.1 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 45 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from by the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding to comply with its certain other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the IndentureCompany, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment DefaultPAYMENT DEFAULT") or (iiB) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 5.0 million or moremore for any single Indebtedness or a total of $10.0 million or more for all such Indebtedness and PROVIDED, FURTHER, that if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default under the Indenture and any consequential acceleration of the Notes shall be automatically rescinded, so long as such recision does not conflict with any judgment or decree; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (vii) failure any Subsidiary Guarantee shall for any reason cease to be, or be asserted by the Company or any Restricted Subsidiary that is a Guarantor, as applicable, not to be, in full force and effect (except pursuant to the release of its Subsidiaries to pay final judgments aggregating any Subsidiary Guarantee in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; accordance with the Indenture) and (viii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Restricted Subsidiaries that constitutes a Significant Subsidiaries Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an Offer to Purchase) or otherwise, (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 subsections 12(a) or 5.1 12(b) of Section 1.01 of the Indenture or Article 7 of the Indenture (as superseded by subsection 13 of Section 1.01 of the Fourteenth Supplemental Indenture); (iv) failure by the Company or any Restricted Subsidiary for 30 60 days after notice from to the Trustee Company or the Holders of at least 2510% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with certain other agreements in the provisions described in Sections 4.7 Indenture and 4.9, of the IndentureNotes; (v) failure by default under certain other agreements relating to Debt of the Company which default results in the acceleration of such Debt prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any Subsidiary for 60 days after notice from of its Material Subsidiaries. If any Event of Default (other than an Event of Default of the type described in clause (vii) above) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding Notes may declare all the Notes to comply with its other agreements be due and payable. Notwithstanding the foregoing, in the Indenture or the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any case of their its Subsidiaries (or the payment an Event of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) arising from certain events of bankruptcy or insolvency with respect insolvency, all outstanding Notes shall become due and payable without further action or notice; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of Outstanding Notes of such issue may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal, have been cured or waived as provided in the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in EXHIBIT A principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Companypayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of its Significant Subsidiaries Default, to deliver to the Trustee a statement specifying such Default or any group Event of Subsidiaries that, taken together, would constitute a Significant SubsidiaryDefault.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to to, the Senior Subordinated Notes; (ii) default in payment when due of the principal of of, or premium, if any, on on, the Senior Subordinated Notes; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in of Sections 4.105.07, 4.14 5.09, 5.10, 5.14 or 5.1 6.01 of the Indenture; (iv) failure by to observe or perform any other covenant or agreement of the Company under the Indenture or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary continued for 60 days after written notice from to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding to comply with its other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company or any of its Subsidiaries) ), whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness on or prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "“Payment Default"”) or (iiB) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 5.0 million or more; (viivi) failure by the Company or any of its Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $5.0 million, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; (vii) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; and (viii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Significant Subsidiaries Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, interest or Liquidated Damages, if any) if it determines that withholding notice is in their interest. The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Liquidated Damages, if any on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an Offer to Purchase) or otherwise, (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 subsections 12(a) or 5.1 12(b) of Section 1.01 of the Indenture or Article 7 of the Indenture (as superseded by subsection 13 of Section 1.01 of the Eighth Supplemental Indenture); (iv) failure by the Company or any Restricted Subsidiary for 30 60 days after notice from to the Trustee Company or the Holders of at least 2510% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with certain other agreements in the provisions described in Sections 4.7 Indenture and 4.9, of the IndentureNotes; (v) failure by default under certain other agreements relating to Debt of the Company which default results in the acceleration of such Debt prior to its express maturity; (vi) certain final EXHIBIT A judgments for the payment of money that remain undischarged for a period of 60 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any Subsidiary for 60 days after notice from of its Material Subsidiaries. If any Event of Default (other than an Event of Default of the type described in clause (vii) above) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding Notes may declare all the Notes to comply with its other agreements be due and payable. Notwithstanding the foregoing, in the Indenture or the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any case of their its Subsidiaries (or the payment an Event of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) arising from certain events of bankruptcy or insolvency with respect insolvency, all outstanding Notes shall become due and payable without further action or notice; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of Outstanding Notes of such issue may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal, have been cured or waived as provided in the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Companypayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of its Significant Subsidiaries Default, to deliver to the Trustee a statement specifying such Default or any group Event of Subsidiaries that, taken together, would constitute a Significant SubsidiaryDefault.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to Damages on the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.104.07, 4.09, 4.10 and 4.14 or 5.1 and Article V of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, any of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee now exists, exists or is created after the date of the Indenture, which default (A) (ia) is caused by a failure to pay when due at final stated maturity (giving effect principal of or premium or interest on such Indebtedness prior to the expiration of any grace period related thereto) any principal of or premium, if any, or interest on provided in such Indebtedness (a "Payment Default") or (iib) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 10.0 million or more; (viivi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 10.0 million, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; and (viiivii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Significant Subsidiaries Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will be- come due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any group trust or power. The Holders of Subsidiaries thata majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, taken togetheror the principal of, would constitute the Notes. The Company is required to deliver to the Trustee annually a Significant Subsidiarystatement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to to, the Senior Subordinated NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; (iii) failure by the Company or any Restricted Subsidiary of its Subsidiaries to comply with the provisions described in Sections 4.07, 4.09, 4.10, 4.14 or 5.1 and 5.01 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary its Subsidiaries for 60 days after notice from by the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding Notes to comply with any of its other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (ia) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default") or (iib) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 5.0 million or more; (viivi) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; (vii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any of its Subsidiaries that would constitute a Significant Subsidiaries Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Discount Notes, whether or not prohibited by the subordination provisions of the Indenture; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Discount Notes, whether or not prohibited by the subordination provisions of the Indenture; (iii) failure by the Company AirGate or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.10 and 4.14 or 5.1 of the Indenture; (iv) failure by the Company AirGate or any Restricted Subsidiary for 30 60 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with any of the other provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its other agreements in the Indenture or the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company AirGate or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company AirGate or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (iA)(1) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default") or (ii2) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 5.0 million or more; (viivi) failure by the Company AirGate or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; and (viiivii) certain events of bankruptcy or insolvency with respect to the Company, AirGate or any of its Restricted Subsidiaries; (viii) a breach by AirGate of a material representation or warranty or agreement in the Pledge Agreement, the repudiation by AirGate of any of its obligations under the Pledge Agreement or the unenforceability of the Pledge Agreement against AirGate for any reason; (ix) except as permitted by the Indenture, any Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee; and (x) any event occurs that causes, subject to any applicable grace period, an Event of Termination under any of the Sprint Agreements. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Subordinated Discount Notes may declare all the Senior Subordinated Discount Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to AirGate or any Restricted Subsidiary that is a Significant Subsidiaries Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Senior Subordinated Discount Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Senior Subordinated Discount Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Senior Subordinated Discount Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

Events of Default include. (ia) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, Damages with respect to to, the Senior Subordinated NotesNotes and such default continues for a period of 30 days (whether or not prohibited by Article 10 of the Indenture); (iib) default in the payment when due of the principal of or premium, if any, on the Senior Subordinated NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise (whether or not prohibited by Article 10 of the Indenture); (iiic) failure by the Company or any Restricted Subsidiary of its Subsidiaries to comply with any of the provisions described in Sections 4.10, 4.14 or 5.1 of Section 5.01 of the Indenture; (ivd) failure by the Company or any Restricted Subsidiary of its Subsidiaries to comply with any of the provisions of Sections 4.07, 4.09, 4.10 and 4.15 of the Indenture for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from by the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding outstanding; (e) failure by the Company to comply with its observe or perform any other agreements covenant, representation, warranty or other agreement in the Indenture or the Senior Subordinated NotesNotes for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding; (vif) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) , whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default Indenture (A) (ia) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default") or (iib) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $15.0 5.0 million or moremore and such default shall not have been cured or acceleration rescinded within a five business day period; (viig) failure a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) certain events of bankruptcy or insolvency with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken togetheras a whole, would constitute a Significant SubsidiarySubsidiary and such judgment or judgments remain undischarged for a period (during which execution shall not be effectively stayed) of 60 days, provided that the aggregate of all such undischarged judgments exceeds $5.0 million; (h) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; or (i) except as permitted in the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acing on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided that so long as any Indebtedness permitted to be incurred pursuant to clause (i) of the second paragraph of Section 4.09 hereof shall be outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration under any such other Indebtedness or (ii) five Business Days after receipt by the Company of written notice of such acceleration of the Notes. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on interest, on, or Liquidated Damages, if any, Damages with respect to to, the Senior Subordinated Notes; (ii) default in payment when due of the principal of of, or premium, if any, on the Senior Subordinated Notes; (iii) failure by the Company Stater Bros. or any of its Restricted Subsidiary Subsidiaries to comply with the provisions described in Sections Section 3.09, 4.10, 4.14 or 5.1 5.01 of the Indenture; (iv) failure by the Company Stater Bros. or any of its Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary Subsidiaries for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its any of the other agreements in the Indenture or the Senior Subordinated NotesNotes (other than a default set forth in clauses (i), (ii) or (iii) above); (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Stater Bros. or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company Stater Bros. or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default if that default: (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of of, or interest or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default") ); or (iiB) results in the acceleration of such Indebtedness prior to its express maturity and (B) maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 5.0 million or more; (viivi) failure by the Company Stater Bros. or any of its Restricted Subsidiaries to pay final judgments to the extent not covered by insurance underwritten by third parties aggregating in excess of $5.0 2.0 million, which judgments are shall not paid have been paid, discharged or stayed for a period of 60 days; (vii) Stater Bros. or any of its Restricted Subsidiaries pursuant to or within 60 days after their entrythe meaning of Bankruptcy Law: (A) commences a voluntary case for relief from its creditors; and (B) consents to the entry of an order for relief against it in an involuntary case for relief from its creditors; (C) consents to the appointment of a custodian of it or for all or substantially all of its property; (D) makes a general assignment for the benefit of its creditors; or (E) admits in writing its inability generally to pay its debts as they become due; or (viii) certain events a court of bankruptcy competent jurisdiction enters an order or insolvency with respect to the Company, decree under any Bankruptcy Law that: (A) is for relief against Stater Bros. or any of its Significant Restricted Subsidiaries in an involuntary case; (B) appoints a custodian of Stater Bros. or any of its Restricted Subsidiaries or for all or substantially all of the property of Stater Bros. or any group of Subsidiaries thatits Restricted Subsidiaries; or (C) orders the liquidation of Stater Bros. or any of its Restricted Subsidiaries; and the order or decree remains unstayed and in effect for 60 consecutive days. If any Event of Default other than an Event of Default described in clauses (vii) or (viii) above occurs and is continuing, taken togetherthe Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest and Liquidated Damages, would constitute if any, on all the Notes to be due and payable immediately by notice in writing to Stater Bros. and the Trustee specifying the respective Event of Default and that such notice is a Significant Subsidiary"notice of acceleration" (the "Acceleration Notice"), and the same shall become immediately and automatically due and payable. Notwithstanding the foregoing, if an Event of Default specified in clauses (vii) or (viii) above occurs, all outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal of, premium and Liquidated Damages, if any, or interest on any Note) if and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in the interests of the Holders of the Notes. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium and Liquidated Damages, if any, or interest on, the Notes. Stater Bros. is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and Stater Bros. is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, Damages with respect to to, the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; (iii) failure by the Company or any Restricted Subsidiary of its Subsidiaries to comply with the provisions described in Sections 4.10of Section 4.07, 4.14 4.09, 4.10 or 5.1 4.15 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary Subsidiaries for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with any of its other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (ia) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default") or (iib) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the A1-6 principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 5.0 million or more; (viivi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; (vii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any of its Significant Subsidiaries Restricted Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Restricted Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

Events of Default include. (i) a default for 30 days by the Company in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated NotesNotes when the same becomes due and payable and the Default continues for a period of 30 days; (ii) default by the Company in the payment when due of the principal of or premium, if any, on the Senior Subordinated NotesNotes when the same becomes due and payable at maturity, upon redemption or otherwise; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 under Section 4.10 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with any of its other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness Debt for money borrowed by the Company or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness Debt or guarantee now exists, or is shall be created after the date of the Indenturehereafter, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Debt prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, Debt together with the principal amount of any other such Indebtedness Debt under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 10.0 million or more; (viivi) failure a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any Restricted Subsidiary that would be a Significant Subsidiary and such judgment or judgments remain unpaid, undischarged or unstayed for a period of its Subsidiaries to pay final 60 days; provided that the aggregate of all such undischarged judgments aggregating in excess of exceeds $5.0 10.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viiivii) certain events of bankruptcy or insolvency with respect to the Company, any of its Restricted Subsidiary that would constitute a Significant Subsidiaries Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest and premium, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due due, upon redemption, acceleration or otherwise, of interest on on, or Liquidated Damages, if any, Damages with respect to to, the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after receipt of written notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in of the aggregate principal amount of the Senior Subordinated Notes then outstanding to comply with the provisions described under Sections 4.07, 4.09, 4.10 or 4.14 of the Indenture; (iv) failure by the Company for 60 days after receipt of written notice from the Trustee or from Holders of at least 25% of the aggregate principal amount of the Senior Subordinated Notes then outstanding to comply with any of its other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Restricted Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted Subsidiaries (other than Indebtedness owed to the Company or its Restricted Subsidiaries) whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of hereof, if both (a) such default either (1) results from the Indenture, which default (A) (i) is caused by a failure to pay when due any such Indebtedness at its stated final stated maturity (after giving effect to any applicable grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default"periods) or (ii2) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated maturity and results in the acceleration holder or holders of such Indebtedness causing such Indebtedness to become due prior to its express stated maturity and (Bb) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregates aggregate $15.0 million or more; (viivi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments (other than any judgments as to which a reputable insurance company has accepted liability) aggregating in excess of $5.0 15.0 million, which judgments are not paid discharged paid, discharged, bonded or stayed within for a period of 60 days after their entry; (vii) except as permitted by the Indenture, any Subsidiary Guarantee will be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, will deny or disaffirm its obligations under its Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency with respect to the Company, any of its Significant Restricted Subsidiaries or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Restricted Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Senior Subordinated Notes may declare all the Notes to be due and payable immediately; provided, however, that, so long as any Designated Senior Debt shall be outstanding, no such acceleration shall be effective until the earlier of (i) acceleration of any such Designated Senior Debt or (ii) five business days after the giving of written notice to the Company and the representatives under the Designated Senior Debt of such acceleration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Restricted Subsidiary, all outstanding Senior Subordinated Notes will become due and payable without further action or notice. Holders of the Senior Subordinated Notes may not enforce the Indenture or the Senior Subordinated Notes except as provided in the Indenture. In the event of any Event of Default specified in clause (v) above, such Event of Default and all consequences thereof (including, without limitation, any acceleration or resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Senior Subordinated Notes, if within 20 days after such Event of Default arose (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged in a manner that does not violate the terms of the Indenture or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, interest or Liquidated Damages) if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the Notes if, in the best judgment of the Trustee, acceleration is not in the best interests of the Holders.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to to, the Senior Subordinated Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on on, the Senior Subordinated Notes; (iii) failure by the Company or any of its Restricted Subsidiary Subsidiaries to comply with the provisions described in of Sections 4.10, 4.14 4.15 or 5.1 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary Subsidiaries for 60 days after notice from to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding voting as a single class to comply with its any of the other agreements in the this Indenture or any of the Senior Subordinated NotesSecurity Documents; (viv) default under any mortgage, indenture one or instrument under which there may be issued more instruments evidencing or by which there may be secured or evidenced any securing Indebtedness for money borrowed by of the Company or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness having an outstanding principal amount of $20.0 million or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results more that has resulted in the acceleration of the payment of such Indebtedness prior or the failure to its express maturity and (B) in each case, pay the principal of such Indebtedness at the final Stated Maturity of such Indebtedness; (vi) certain final judgments for the payment of money in an amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 20.0 million or moremore that remain undischarged for a period of 60 days; (vii) failure by the occurrence of (a) any Security Document ceasing to be enforceable, with certain exceptions, (b) any Parity Lien, individually or in the aggregate, having an estimated good faith value in excess of $10.0 million, ceasing to be an enforceable and perfected Lien, subject to Permitted Prior Liens, (c) the Company or any other Pledgor denies or disaffirms, in writing, any obligation of its Subsidiaries to pay final judgments aggregating the Company or any other Pledgor set forth in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entryarising under any Security Document; and (viii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Restricted Subsidiaries that is a Significant Subsidiaries Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (ix) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor's Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium or Liquidated Damages, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (ia) default for 30 days in the payment when due of interest or any Additional Amounts on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (iib) default in the payment when due (whether at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on on, the Senior Subordinated Notes; (iiic) failure by the Company or any of its Restricted Subsidiary Subsidiaries to comply with the provisions described in Sections 4.104.15, 4.14 4.24 or 5.1 5.01 of the Indenture; (ivd) failure by the Company or any of its Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary Subsidiaries for 60 days after notice from to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding voting as a single class to comply with its any of the other covenants or agreements in the Indenture or the Senior Subordinated NotesIndenture; (vie) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the Indenture, which if that default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of of, or interest or premium, if anyany on, or interest on such Indebtedness (a "Payment Default") prior to the expiration of the grace period provided in such Indebtedness on the date of such default or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, accelerated aggregates $15.0 million U.S.$10,000,000 or more; (viif) failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $5.0 millionU.S.$10,000,000, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; (g) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any authorized Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee, or any Collateral Document is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect; and (viiih) certain events of bankruptcy bankruptcy, reorganization, concurso mercantil, quiebra, insolvency or insolvency similar laws of Mexico, the United States or any other jurisdiction described in the Indenture with respect to the Company, Company or any of its Restricted Subsidiaries that is a Significant Subsidiaries Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium, if any, or a Default pursuant to clauses (e) or (f) of Section 6.01 of the Indenture) if it determines that withholding notice is in their interest. The Trustee may, in good faith as determined by a Responsible Officer of the Trustee, refuse to follow any direction that conflicts with applicable law or the Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal, interest or premium, if any, on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default under the Indenture governing the Notes, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, Damages with respect to the Senior Subordinated NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesNotes (whether or not permitted by the subordination provisions of the Indenture); (iii) failure by the Company or any Restricted Subsidiary of its Subsidiaries for 30 days after notice to comply with the provisions described in Sections 4.10Section 4.07, 4.14 4.09, 4.10 or 5.1 4.15 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary its Subsidiaries for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with any of its other agreements in the Indenture or the Senior Subordinated Notes; Notes or (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 5.0 million or moremore (other than Existing Indebtedness to the extent it is secured by or paid by the drawing against a letter of credit permitted to be issued under the Indenture); (viivi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays; and (viiivii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Significant Subsidiaries as set forth in the Indenture; and (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid in any material respect or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Company, any Significant Subsidiary or any group of Subsidiaries thatSubsidiaries, that taken together, together would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, Damages with respect to the Senior Subordinated NotesDebentures; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesDebentures; (iii) failure by the Company Holdings or any of its Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary Subsidiaries for 30 days after receipt by the Issuers of notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after Issuers and the Trustee of notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes Debentures then outstanding to comply with the provisions described under Sections 4.07, 4.09, 4.10 or 4.14 hereof; (iv) failure by Holdings or any of its Restricted Subsidiaries for 60 days after receipt by the Issuers of notice from the Trustee or by the Issuers and the Trustee of notice from the Holders of at least 25% in principal amount of Debentures then outstanding to comply with any of its other agreements in the Indenture or the Senior Subordinated Notesthis Debenture; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Holdings or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company Holdings or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (ia) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default") or (iib) results in the acceleration of such Indebtedness prior to its express stated maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 10.0 million or moremore and provided that in the case of any guarantees, a default shall not be deemed to occur unless Holdings or such Restricted Subsidiary, as applicable, defaults in its payment obligations under such guarantee after demand has been made in accordance with the terms of such guarantee; (viivi) failure by the Company Holdings or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 million10.0 million (net of any amount with respect to which a reputable insurance company with assets over $100.0 million has acknowledged liability in writing), which judgments are not paid paid, discharged or stayed within for a period of 60 days days; (vii) failure by Grove Worldwide LLC or its subsidiaries to apply the proceeds from the Offering as set forth under the caption "Use of Proceeds" in the Offering Memorandum prior to the 10th Business Day after their entrythe date hereof; and (viiivii) certain events of bankruptcy or insolvency with respect to the Company, Holdings or any of its Significant Subsidiaries Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Debentures may declare all the Debentures to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Debentures will become due and payable without further action or notice. Holders may not enforce the Indenture or the Debentures except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Debentures may direct the Trustee in its exercise of any group trust or power. The Trustee may withhold from Holders of Subsidiaries thatthe Debentures notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Debentures then outstanding by notice to the Trustee may on behalf of the Holders of all of the Debentures waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, taken togetheror the principal of, would constitute the Debentures. The Issuers are required to deliver to the Trustee annually a Significant Subsidiarystatement regarding compliance with the Indenture, and the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days by the Company in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (iiA) default in payment when due of the principal of (or premium, if any, on) any Notes when the same becomes due and payable at maturity, by acceleration or otherwise, (B) the redemption price on any redemption date, or (C) the Change of Control Offer Price or the Net Proceeds Offer Price on the Senior Subordinated Notesapplicable Offer Purchase Date relating to such Offer; (ii) default by the Company in the payment of interest on any Note when the same becomes due and payable, which default continues for a period of 30 calendar days; (iii) failure by the Company or any Restricted Subsidiary of the Company to comply with any of its covenants or agreements in the provisions described Notes or the Indenture (other than those referred to in Sections 4.10clauses (i) and (ii) above), 4.14 or 5.1 which failure continues for 45 calendar days after receipt by the Company of the Indenturea Notice of Default specifying such Default; (iv) failure by an event of default on any other Indebtedness for borrowed money of the Company or any of its Restricted Subsidiary for 30 days Subsidiaries having an aggregate amount outstanding in excess of $5 million which default (A) is caused by a failure to pay when due (after notice from giving effect to any grace periods) any principal of, or premium, if any, or interest on, such Indebtedness or (B) has caused the Trustee or at least 25% holders thereof to declare such Indebtedness due and payable in principal amount advance of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indentureits scheduled maturity; (v) failure by certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary of the Company; or (vi) the rendering of final non-appealable judgments for the payment of money which in the aggregate exceed $5 million (net of applicable insurance coverage which is acknowledged in writing by the insurer) against the Company or any Significant Subsidiary of the Company by a court and which remain unstayed or undischarged for a period of 60 days after notice from calendar days. A Default under clause (iii) of the immediately preceding paragraph is not an Event of Default until the Trustee notifies the Company, or the Holders of at least 25% in principal amount of the Senior Subordinated Notes at the time outstanding notify the Company and the Trustee, of the Default and the Company does not cure such Default within 45 days after receipt of such notice. Notwithstanding the foregoing, if an Event of Default specified in clause (iv) of the immediately preceding paragraph occurs and is continuing, such Event of Default and all consequences thereof (including, without limitation, any acceleration or resulting payment default) shall be annulled and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if (i) the Indebtedness that is the subject of such Event of Default has been repaid, or (ii) the default relating to such Indebtedness is waived or cured (and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness). If any Event of Default under clauses (i), (ii), (iii), (iv) or (vi) of the immediately preceding paragraph occurs and is continuing, then the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by written notice to the Company and the Trustee may declare the unpaid principal of, and any accrued interest on, all the Notes to be due and payable immediately. If any Event of Default with respect to the Company specified in clause (v) of the immediately preceding paragraph occurs, all outstanding principal and interest on the Notes shall be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Notes then outstanding outstanding, by written notice to comply the Trustee and to the Company, may rescind an acceleration (except an acceleration due to a default in payment of the principal of, or premium or interest on, any of the Notes) if the rescission would not conflict with its other agreements any judgment or decree and if all existing Events of Default (except nonpayment of principal, premium or interest that have become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect any payment due, or to enforce the performance of any provision, under the Notes or the Indenture. The Trustee may refuse to enforce the Indenture or the Senior Subordinated Notes; (vi) default under any mortgage, indenture Notes unless it receives reasonable indemnity or instrument under which there security. Holders of Notes may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by not enforce the Company or any of their its Subsidiaries (Indenture or the payment Notes except as provided in the Indenture. Subject to certain limitations, Holders of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date a majority in principal amount of the Indenture, which default Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (A) except under clauses (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results above) if it determines that withholding notice is in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) certain events of bankruptcy or insolvency with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiaryinterest.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to Damages on the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 45 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from by the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its certain other agreements in the Indenture or the Senior Subordinated Notes; (viiv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (ia) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default") or (iib) results in the acceleration of such Indebtedness prior to its express maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more10 million; (viiv) failure by the Company or any of its Subsidiaries to pay certain final judgments aggregating in excess for the payment of money that remain undischarged for a period of 60 days, provided that the aggregate of all such undischarged judgments exceeds $5.0 10 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viiivi) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Significant Subsidiaries Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any group trust or power. The Trustee may withhold from Holders of Subsidiaries thatthe Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, taken togetheror the principal of, would constitute the Notes. The Company is required to deliver to the Trustee annually a Significant Subsidiarystatement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (ia) default for 30 days in the payment when due of interest on or Liquidated Damagesinterest, if any, with respect to on, the Senior Subordinated Notes; (iib) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premiumpremium on, if any, on the Senior Subordinated Notes; , (iiic) failure by the Company or any of its Restricted Subsidiary Subsidiaries to comply with the provisions described in Sections 4.10, 4.14 or 5.1 of Section 5.01 of the Indenture; (ivd) (1) failure by the Company or any of its Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary Subsidiaries for 60 days after notice from to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding voting as a single class to comply with its any of the other agreements in the Indenture or the Senior Subordinated Notes; Security Documents, or (vi2) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed failure by the Company for 180 days after notice from the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then outstanding to comply with the provisions of Section 4.03 of the Indenture; (e) [intentionally omitted]; (f) [intentionally omitted]; (g) [intentionally omitted]; (h) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of their any Guarantor, denies or disaffirms its Subsidiaries obligations under its Note Guarantee; and (i) certain events of bankruptcy or the payment of which is guaranteed by insolvency with respect to the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or Restricted Subsidiaries that is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure by the Company Significant Subsidiary or any group of its Restricted Subsidiaries to pay final judgments aggregating in excess that, taken together, would constitute a Significant Subsidiary. In the case of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of its the Company that is a Significant Subsidiaries Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of all the Holders of Notes, rescind an acceleration or waive an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Notes (including in connection with an offer to purchase).

Events of Default include. (ia) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, Damages with respect to to, the Senior Subordinated NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); (iib) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); (iiic) failure by the Company Issuer or any of its Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary Subsidiaries for 30 days after receipt of notice from the Trustee or Holder of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with the provisions described in of Sections 4.7 4.07, 4.09, 4.10, 4.14 and 4.9, Article 5 of the Indenture; (vd) failure by the Company or any Subsidiary Issuer for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its any of their other agreements in the Indenture or the Senior Subordinated Notes; (vie) default under any mortgagemortgate, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or Issuer of any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company Issuer or any of its Restricted Subsidiaries) ), whether such Indebtedness indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due Indebtedness at its stated final stated maturity (after giving effect to any applicable grace period related theretoprovided in such Indebtedness) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express stated final maturity and (B) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 10.0 million or more; (viif) failure by the Company Issuer or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 million10.0 million ( ) of any amounts with respect to which a reputable and creditworthy insurance company has acknowledged liability in writing), which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entrydays, (g) except as permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee; and (viiih) certain events of bankruptcy or insolvency with respect to the Company, Issuer or any of its Significant Restricted Subsidiaries or any group of Subsidiaries that, taken together, would constitute that is a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately: PROVIDED that, so long as any Indebtedness permitted to be incurred pursuant to the New Credit Facility shall be outstanding, such acceleration shall not be effective until the earlier of (a) an acceleration of any such Indebtedness under the New Credit Facility or (b) five business days after receipt by the Issuer and the administrative agent under the New Credit Facility of written notice of such acceleration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10subsections 13(a), 4.14 13(d) or 5.1 13(e) of Section 1.01 of the First Supplemental Indenture or Article 7 of the Indenture (as superseded by Subsection 15 of Section 1.01 of the First Supplemental Indenture); (iv) failure by the Company or any Restricted Subsidiary for 30 60 days after notice from to the Trustee Company or the Holders of at least 2510% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with certain other agreements in the provisions described in Sections 4.7 Indenture and 4.9, of the IndentureNotes; (v) failure by default under certain other agreements relating to Debt of the Company which default results in the acceleration of such Debt prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any Subsidiary for 60 days after notice from of its Material Subsidiaries. If any Event of Default (other than an Event of Default of the type described in clause (vii) above) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding Notes may declare all the Notes to comply with its other agreements be due and payable. Notwithstanding the foregoing, in the Indenture or the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any case of their its Subsidiaries (or the payment an Event of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) arising from certain events of bankruptcy or insolvency with respect insolvency, all outstanding Notes will become due and payable without further action or notice; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of Outstanding Notes of such issue may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal, have been cured or waived as provided in the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Companypayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of its Significant Subsidiaries Default, to deliver to the Trustee a statement specifying such Default or any group Event of Subsidiaries that, taken together, would constitute a Significant SubsidiaryDefault.

Events of Default include. (i) default for 30 days in the payment when due of interest on the Notes (whether or Liquidated Damages, if any, with respect to not prohibited by the Senior Subordinated Notessubordination provisions of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10Section 4.15, 4.14 or 5.1 of the Indentureto consummate a mandatory Offer to purchase pursuant to Section 4.10 or to comply with Article 5; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its any of their other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuer or any of their its Restricted Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company Issuer or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee Guaranty now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity Stated Maturity of which has been so accelerated, aggregates $15.0 [25.0] million or more; (viivi) failure by the Company or any Issuer of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 [25.0] million, which judgments are not paid paid, discharged or stayed within for a period of 60 days after their entryentry thereof; and or (viiivii) certain events of bankruptcy or insolvency with respect to the Company, Issuer or any of its Significant Restricted Subsidiaries or any group of Subsidiaries that, taken togetheras a whole, would constitute a Significant Subsidiary.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to Damages on the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any Restricted Subsidiary of its Subsidiaries for 30 days after written notice to the Company by the Trustee or Holders of at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class; to comply with the provisions described in Sections 4.10Section 4.07, 4.14 4.09, 4.10 or 5.1 5.01 of the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after written notice from to the Company by the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with its certain other agreements in the Indenture or the Senior Subordinated Notes; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, Restricted Subsidiaries which default (A) (i) is caused by a failure to pay when due any such Indebtedness at its stated, final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default"periods) or (ii) results in the acceleration of such Indebtedness prior to its express maturity and stated, final maturity; (Bvi) in each case, certain final judgments for the principal amount payment of any such Indebtedness, together with the principal amount money that remain undischarged for a period of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more60 days; (vii) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid discharged or stayed within 60 days after their entry; and (viii) certain events of bankruptcy or insolvency with respect to the CompanyIssuers or any of their Significant Subsidiaries; and (viii) except as permitted by the Indenture, any of its Significant Subsidiaries Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any group Note Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Note Guarantor's Note Guarantee. If any Event of Subsidiaries thatDefault occurs and is continuing, taken togetherthe Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. PROVIDED, would constitute that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be outstanding, such acceleration shall not be effective until the earlier of: (1) an acceleration of any such Indebtedness under the Credit Agreement; or (2) five Business Days after receipt by the Issuers and the administrative agent under the Credit Agreement of written notice of that acceleration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a Significant Subsidiarymajority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest of Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or Liquidated Damages or premium, if any, on the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five Business Days of becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on or Liquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any Restricted Subsidiary to comply with the provisions described in Sections 4.10, 4.14 or 5.1 Section 4.09 of the First Supplemental Indenture; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9Section 4.03, 4.05 or 4.06 or 5.01 of the First Supplemental Indenture; (v) failure by the Company or any Subsidiary for 60 days after notice from to the Company by the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with its certain other agreements in the Indenture or Indenture, the Senior Subordinated Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Company or any of their its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (A) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness (a "Payment Default") at the final maturity thereof or (ii) results in the acceleration of such Indebtedness prior to its express maturity and (B) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or morematurity; (vii) failure by the Company or any of its Subsidiaries to pay certain final judgments aggregating in excess for the payment of $5.0 million, which judgments are not paid discharged or stayed within money that remain undischarged for a period of 60 days after their entrydays; and (viii) certain events of bankruptcy or insolvency with respect to the Company, Company or any of its Significant Subsidiaries Subsidiaries; and (ix) except as permitted by the Indenture, any Guarantee of a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any group of Subsidiaries that, taken together, would constitute Guarantor that is a Significant SubsidiarySubsidiary or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable; provided that the Notes shall not become due and payable until the Credit Agreement shall have been declared or be due and payable or the Trustee or such Holders shall have provided 5 business days' notice to the agent(s) under the Credit Agreement of such acceleration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.