Common use of Acceleration Clause in Contracts

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the holders of at least 25% in principal amount of outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (f) or (g) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the holders Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on on, all the Notes to be due and payable. Upon such payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a declaration“notice of acceleration” (the “Acceleration Notice”), such principal and interest the same (i) shall be become immediately due and payable immediatelyor (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in Section 6.01(fclause (f) or (g) of Section 6.01 hereof with respect to the Company occursoccurs and is continuing, the then all unpaid principal of, and premium, if any, and accrued and unpaid interest on on, all the outstanding Notes will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of outstanding the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any such acceleration with respect judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the Notes extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its consequences. In reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of any the cure or waiver of an Event of Default specified of the type described in clause (f) or (g) of Section 6.01(e)6.01 hereof, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers shall have received an Officers’ Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. (i) If an Event of any Default (other than an Event of Default specified described in Section 6.01(f) 7.6 or (g) hereof 7.7 occurs with respect to the Company) occurs and is continuingany Credit Party, the Trustee by notice obligations of the Lenders to make Revolving Loans hereunder and the Company obligation and power of the LC Issuers to issue Facility LCs shall automatically terminate and the Secured Obligations shall immediately become due and payable without any election or action on the part of the Agent, any LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to (x) the amount of LC Obligations at such time minus (y) the amount or deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (the “Collateral Shortfall Amount”). If any other Default occurs, the Required Lenders (or the holders Agent with the consent of at least 25% in principal amount the Required Lenders) may (a) terminate or suspend the obligations of outstanding Notes by notice the Lenders to make Loans hereunder and the Companyobligation and power of the LC Issuers to issue Facility LCs, with a copy to the Trustee, may or declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes Secured Obligations to be due and payable. Upon such , or both, whereupon, in the case of a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurstermination, the principal of, premium, if any, and interest on all the Notes will Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and/or (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable without any declaration or other act under this Agreement, make demand on the part of Borrower to pay, and the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any Borrower will forthwith upon such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically demand and without any action by the Trustee further notice or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate act pay to the Trustee stating that (x) Agent the Indebtedness or guarantee that is Collateral Shortfall Amount which funds shall be deposited in the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsFacility LC Collateral Account.

Acceleration. (a) If an Event of any Default (other than an Event of Default specified described in Section 6.01(f) 7.6 or (g) hereof 7.7 occurs with respect to the Company) occurs and is continuingany Credit Party, the Trustee by notice obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to (x) the amount of the LC Obligations at such time minus (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (the “Collateral Shortfall Amount”). Without prejudice to the Company provisions of Section 4.2, if any other Default occurs, the Required Lenders (or the holders Administrative Agent with the consent of at least 25% in principal amount the Required Lenders) may (i) terminate or suspend the obligations of outstanding Notes by notice the Lenders to make Loans hereunder and the Companyobligation and power of the LC Issuers to issue Facility LCs, with a copy to the Trustee, may or declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes Obligations to be due and payable. Upon such a declaration, such principal and interest or both, whereupon the Obligations shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (ii) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable without any declaration or other act under this Agreement, make demand on the part of Borrower to pay, and the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any Borrower will forthwith upon such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically demand and without any action by the Trustee further notice or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate act pay to the Trustee stating that (x) Administrative Agent the Indebtedness or guarantee that is Collateral Shortfall Amount which funds shall be deposited in the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsFacility LC Collateral Account.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (f) or (g) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the holders Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on on, all the Notes to be due and payable. Upon such payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a declaration“notice of acceleration” (the “Acceleration Notice”), such principal and interest the same (i) shall be become immediately due and payable immediatelyor (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities and five Business Days after receipt by the Company and the representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in Section 6.01(fclause (f) or (g) of Section 6.01 hereof with respect to the Company occursoccurs and is continuing, the then all unpaid principal of, and premium, if any, and accrued and unpaid interest on on, all the outstanding Notes will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of outstanding the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any such acceleration with respect judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the Notes extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its consequences. In reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of any the cure or waiver of an Event of Default specified of the type described in clause (f) or (g) of Section 6.01(e)6.01 hereof, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers shall have received an Officers’ Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (6) of the first paragraph of Section 6.01(f) or (g) hereof 6.01 with respect to the CompanyParent Guarantor or any Issuer) occurs shall occur and is be continuing, the Trustee by notice to the Company or the holders Holders of at least 25% in aggregate principal amount of outstanding Notes by notice to may, and the CompanyTrustee at the written request of such Holders shall, with a copy to the Trustee, may declare the principal of, premium, if any, of and accrued but and unpaid interest on all the outstanding Notes to be due and payable. Upon payable by notice in writing to the Parent Guarantor and (if the notice is given by Holders) to the Trustee specifying the Event of Default and that it is a “notice of acceleration,” and, upon such a declaration, such unpaid principal and accrued and unpaid interest shall be become immediately due and payable immediatelypayable. If an Event of Default specified in clause (6) of the first paragraph of Section 6.01(f) or (g) 6.01 with respect to the Company occursParent Guarantor or any Issuer occurs and is continuing, the then all unpaid principal of, premiumand accrued and unpaid interest on, if any, all of the outstanding Notes shall ipso facto become and interest on all the Notes will become be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders At any time after any such acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes by notice to the Trustee and the Parent Guarantor may rescind and cancel any such acceleration and its consequences if (i) the rescission would not conflict with respect any judgment or decree of a court of competent jurisdiction, (ii) all existing Events of Default, other than nonpayment of principal of or interest on the Notes that have become due solely because of the acceleration, have been cured or waived, (iii) to the Notes extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, in each case which have become due otherwise than by such acceleration, at the per annum rate specified in the last paragraph of Section 4.01, has been paid; and (iv) the Issuers have paid the Trustee its consequencescompensation as provided for in this Indenture and reimbursed the Trustee for its reasonable expenses, disbursements and advances in connection with such acceleration and rescission. In the event of any acceleration of the Notes because an Event of Default specified in clauses (3) or (5) of the first paragraph under this Section 6.01(e)6.01 has occurred and is continuing, the acceleration of the Notes shall be automatically rescinded and cancelled if (a) within 60 days after such acceleration of the Notes as a result of such Event of Default, the judgment as to which caused such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulledless than $50.0 million, having been paid, discharged, stayed or waived and rescinded, automatically and without any action by the Trustee or the holders of the Notesrelevant judgment or the relevant judgment having been repaid, redeemed, defeased or otherwise discharged, or otherwise, (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (c) all existing Events of Default, other than nonpayment of the principal of or interest on the Notes that shall have become due solely because of the acceleration, have been cured or waived. In the event of acceleration of the Notes because an Event of Default specified in clause (4) of the first paragraph of Section 6.01 has occurred and is continuing, the acceleration of the Notes shall be automatically rescinded and cancelled if (a) within 20 60 days after such Event acceleration of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for Notes as a result of such Event of Default, the aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness) of the Parent Guarantor or any Subsidiary of the Parent Guarantor as to which a Payment Default has been discharged or (y) the holders thereof an Acceleration shall have rescinded occurred and shall be continuing shall be less than $50.0 million, whether as a result of any such Payment Default or waived the accelerationPayment Defaults or Acceleration or Accelerations, notice or action (as the case may be, having been remedied or cured or waived by the holders of the relevant Indebtedness, the relevant Indebtedness having been repaid, redeemed, defeased or otherwise discharged, or otherwise, (b) giving rise the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (c) all existing Events of Default, other than nonpayment of the principal of or interest on the Notes that shall have become due solely because of the acceleration, have been cured or waived. No rescission of acceleration of the Notes pursuant to such this Section 6.02 shall affect any subsequent Default or impair any right consequent thereto. Notwithstanding the foregoing, the sole remedy for an Event of Default or (z) relating to the default that is failure of the basis Issuers to comply with their obligations set forth in Section 4.09 of this Indenture, will, for the first 180 days after the occurrence of such an Event of Default has been curedDefault, it being understood that in no event shall an acceleration consist exclusively of the right to receive additional interest on the Notes at a rate equal to 0.50% per annum of the principal amount of the Notes outstanding for each day during the 180-day period beginning on, and including, the day on which such an Event of Default occurs during which such Event of Default is continuing (and neither waived nor cured). If the Issuers so elect, such additional interest will be payable in the same manner and on the same dates as described above the stated interest payable on the Notes. On the 181st day after such Event of Default (if the Event of Default relating to the obligations as set forth in Section 4.09 is not cured or waived prior to such 181st day), the Notes will be annulled, waived or rescinded upon subject to acceleration as provided above. The provisions of this paragraph will not affect the happening rights of Holders of Notes in the event of the occurrence of any other Event of Default. In the event the Issuers do not elect to pay the additional interest following an Event of Default in accordance with this paragraph or the Issuers elect to make such eventspayment but do not pay the additional interest when due, the Notes will be immediately subject to acceleration as provided in this Section 6.02. In order to elect to pay the additional interest as the sole remedy during the first 180 days after the occurrence of an Event of Default relating to the failure to comply with the reporting obligations in accordance with the immediately preceding paragraph, the Issuers must notify all Holders of Notes, the Trustee and the Paying Agent of such election prior to the beginning of such 180-day period. Upon the Issuers’ failure to timely give such notice, the Notes will be immediately subject to acceleration as provided above.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) hereof of Section 6.01 hereof, with respect to either of the Company) , any Restricted Subsidiary of the Company that is a Significant 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 continuingContinuing, the Trustee by notice to the Company or the holders Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company, Company (with a copy to the Trustee, Trustee if given by Holders of Notes) may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an Event acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the except nonpayment of principal of, premiumpremium on, if any, and or interest on all or Additional Interest, if any, on, the Notes will that has become immediately due and payable without any declaration or other act on the part solely because of the acceleration) have been cured or waived and if all sums paid or advanced by the Trustee or any holders. The holders hereunder and the reasonable compensation, expenses, disbursements and advances of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes Trustee, its agents and its consequencescounsel have been paid. In the event of any a declaration of acceleration of the Notes because an Event of Default specified has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(e6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), such Event the declaration of Default and all consequences thereof (excluding, however, any resulting payment default) acceleration of the Notes shall be annulled, waived and rescinded, automatically and without any action by the Trustee or annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration of acceleration of the Notes, and if within 20 days after such Event the annulment of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal amount or interest on the Notes that became due solely because of the Notes as described above be annulledacceleration of the Notes, waived have been cured or rescinded upon the happening of any such eventswaived.

Acceleration. If After the occurrence and during the continuance of an Event of Default Default, and at any time thereafter, at the direction of the Aggregate Required Lenders, the Agent shall, upon the written or telecopied request of the Aggregate Required Lenders, and by delivery of written notice to any Borrower from the Agent, take any or all of the following actions, without prejudice to the rights of the Agent, any Lender or the holder of any Note to enforce its claims against one or more of the Borrowers: (other than an a) declare all Obligations to be immediately due and payable (except with respect to any Event of Default specified set forth in Section 6.01(f11.1(g) or (g) hereof with respect to in which case the Company) occurs Existing Commitments shall terminate and is continuing, the Trustee by notice to the Company or the holders of at least 25% in principal amount of outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest Obligations shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will automatically become immediately due and payable without the necessity of any declaration notice or other act on the part demand) without presentment, demand, protest or any other action or obligation of the Trustee Agent or any holdersLender, (b) immediately terminate this Credit Agreement and the Existing Commitments hereunder; and (c) enforce any and all rights and interests created and existing under the Credit Documents or arising under applicable law, including, without limitation, all rights and remedies existing under the Security Documents and all rights of setoff. The holders enumeration of a majority in principal amount the foregoing rights is not intended to be exhaustive and the exercise of outstanding Notes may rescind any such acceleration with respect to right shall not preclude the Notes and its consequencesexercise of any other rights, all of which shall be cumulative. In addition, upon demand by the event Agent or the Aggregate Required Lenders upon the occurrence of any Event of Default specified in Section 6.01(e)Default, such Event of Default and all consequences thereof (excluding, however, at any resulting payment default) shall be annulled, waived time thereafter unless and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for until such Event of Default has been discharged or waived by the requisite Lenders (y) in accordance with the holders thereof have rescinded or waived voting requirements of Section 14.10), CBI shall deposit with the acceleration, notice or action (as Agent for the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration benefit of the principal Lenders with respect to each Letter of Credit then outstanding, promptly upon such demand, cash or Cash Equivalents in an amount equal to one hundred five percent (105%) of the Notes greatest amount for which such Letter of Credit may be drawn. Such deposit shall be held by the Agent for the benefit of the Issuing Bank and the other Lenders as described above be annulledsecurity for, waived or rescinded upon and to provide for the happening payment of, outstanding Letters of any such eventsCredit.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(f) clause (8) or (g9) hereof of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of 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 by notice to the Company or the holders Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payablepayable immediately. Upon such a declaration, such principal and interest shall be If the Notes become due and payable immediatelyat any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. 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 this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default specified in Section 6.01(foccurs by reason of any willful action (or inaction) taken (or (gnot taken) by or on behalf of the Company or the Guarantors with respect the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the Company occursterms of Section 3.07, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate requirement to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration pay 101% of the principal amount of the Notes as described upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above be annulledthe stated principal amount shall also become due and immediately payable, waived or rescinded upon to the happening of any such eventsextent permitted by law.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(fclause (9) or (g10) hereof of Section 6.01, with respect to the Company) a Co-Issuer, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee Trustee, by written notice to the Company Co-Issuers, or the holders Holders of at least 25% in principal amount of the then outstanding Notes Notes, by written notice to the Company, with a copy to Trustee and the TrusteeCo-Issuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Any such notice from the Trustee or Holders shall specify the applicable Event(s) of Default and state that such notice is a “Notice of Acceleration.” Upon such declaration of acceleration pursuant to a declaration, such principal and interest shall be due and payable immediately. If an Event Notice of Default specified in Section 6.01(f) or (g) with respect to the Company occursAcceleration, the aggregate principal of, premiumof and accrued and unpaid interest, if any, and interest on all the outstanding Notes will shall become immediately due and payable without any declaration further action or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequencesnotice. In the event of any Event of Default specified in clause (5) of Section 6.01(e)6.01, such Event of Default and all its consequences thereof (excluding, however, any resulting payment default) shall will be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the NotesHolders, if within 20 days after such Event of Default arose the Company delivers an Officers’ Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of any Default (other than an Event of Default specified described in Section 6.01(f) 7.6 or (g) hereof 7.7 occurs with respect to the Company) occurs and is continuingany Borrower, the Trustee by notice obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Company or Administrative Agent an amount in immediately available funds, which funds shall be held in the holders applicable LC Collateral Account, equal to the excess of at least 25% in principal the amount of outstanding Notes by notice Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the Companyobligation and power of the Issuer to issue Letters of Credit, with a copy to the Trustee, may or declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes Obligations to be due and payable. Upon such a declaration, such principal and interest or both, whereupon the Obligations shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any declaration further notice or other act on act, pay to the part Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the Trustee maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any holders. The holders of a majority Default (other than any Default as described in principal amount of outstanding Notes may rescind any such acceleration Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the Notes and its consequences. In payment of the event of any Event of Default specified Obligations due shall have been obtained or entered, the Required Lenders (in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment defaulttheir sole discretion) shall be annulledso direct, waived and rescindedthe Administrative Agent shall, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate notice to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for Borrowers, rescind and annul such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsand/or termination.

Acceleration. (i) If an Event of any Default (other than an Event of Default specified described in Section 6.01(f) 7.6 or (g) hereof 7.7 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee by notice obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs shall automatically terminate and the Secured Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, the LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the Company difference of (x) the amount of LC Obligations at such time less (y) the amount or deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (the "Collateral Shortfall Amount"). If any other Default occurs, the Required Lenders (or the holders Administrative Agent with the consent of at least 25% in principal amount the Required Lenders) may (a) terminate or suspend the obligations of outstanding Notes by notice the Lenders to make Loans hereunder and the Companyobligation and power of the LC Issuer to issue Facility LCs, with a copy to the Trustee, may or declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes Secured Obligations to be due and payable. Upon such a declaration, such principal and interest or both, whereupon the Secured Obligations shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable without any declaration or other act under this Agreement, make demand on the part of Borrower to pay, and the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any Borrower will forthwith upon such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically demand and without any action by the Trustee further notice or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate act pay to the Trustee stating that (x) Administrative Agent the Indebtedness or guarantee that is Collateral Shortfall Amount which funds shall be deposited in the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsFacility LC Collateral Account.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (f) or (g) hereof of Section 6.01 with respect to the CompanyIssuer) occurs and is continuingcontinuing under this Indenture, the Trustee by notice to the Company or the holders Holders of at least 2530.0% in principal amount of the then total outstanding Notes by notice to the Company, with a copy to the Trustee, Issuer may declare the principal ofprincipal, premium, if any, interest and accrued but unpaid interest any other monetary obligations on all the then outstanding Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event Upon the effectiveness of Default specified in Section 6.01(f) or (g) with respect to the Company occurssuch declaration, the such principal of, of and premium, if any, and interest on all the Notes will become immediately be due and payable without immediately. The Trustee may withhold from the Holders notice of any declaration continuing Default, except a Default relating to the payment of principal, premium, if any, or other act on interest, if it determines that withholding notice is in the part Holders’ interest. The Trustee will 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 of the Notes. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (f) or any holders(g) of Section 6.01 hereof with respect to the Issuer, all outstanding Notes shall be due and payable immediately without further action or notice. The holders Holders of a majority in of the 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 any such acceleration with respect to the Notes and its consequencesconsequences if such rescission would not conflict with any judgment of a court of competent jurisdiction and if all existing Events of Default (except non-payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder that has become due solely because of the acceleration) have been cured or waived. In the event of any Event of Default specified in Section 6.01(e)6.01(d) hereof, such Event of Default and all consequences thereof (excluding, however, excluding any resulting payment default, other than as a result of acceleration of the Notes) shall will be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the NotesHolders, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.if:

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(g) or (g) hereof with respect to the Companyh)) occurs and is continuing, the Trustee by notice to the Company or the holders Holders of at least 25% in principal amount of the Notes outstanding Notes by notice to the Company, with a copy to the Trustee, Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(g) or (gh) with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will shall become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequencesHolders. In the event of any Event of Default specified in Section 6.01(e)6.01(f) occurs, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders Holders of the Notes, if within 20 days after such Event of Default arose the Company Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events. The Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration; provided, however, that if the Notes were accelerated as a result of an Event of Default described in clause (a) or (b) of Section 6.01, Holders of a majority in principal amount of the outstanding Notes must also agree to rescind such acceleration and its consequences. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (i) If an Event of any Default (other than an Event of Default specified described in Section 6.01(f) 7.6 or (g) hereof 7.7 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee by notice obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs shall automatically terminate and the Secured Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, the LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the Company difference of (x) the amount of LC Obligations at such time less (y) the amount or deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (the “Collateral Shortfall Amount”). If any other Default occurs, the Required Lenders (or the holders Administrative Agent with the consent of at least 25% in principal amount the Required Lenders) may (a) terminate or suspend the obligations of outstanding Notes by notice the Lenders to make Loans hereunder and the Companyobligation and power of the LC Issuer to issue Facility LCs, with a copy to the Trustee, may or declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes Secured Obligations to be due and payable. Upon such a declaration, such principal and interest or both, whereupon the Secured Obligations shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable without any declaration or other act under this Agreement, make demand on the part of Borrower to pay, and the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any Borrower will forthwith upon such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically demand and without any action by the Trustee further notice or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate act pay to the Trustee stating that (x) Administrative Agent the Indebtedness or guarantee that is Collateral Shortfall Amount which funds shall be deposited in the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsFacility LC Collateral Account.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (g) or (gh) hereof of Section 6.01 that occurs with respect to the CompanyCompany or any Subsidiary Guarantor) occurs and is continuingcontinuing under the Indenture, the Trustee by notice to the Company or the holders Holders of at least 25% in aggregate principal amount of outstanding Notes the Notes, then outstanding, by written notice to the Company, with a copy Company (and to the TrusteeTrustee if such notice is given by the Holders), may may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable immediatelypayable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 occurs with respect to the Company occursCompany, the principal of, premium, if any, and accrued interest on all the Notes will then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders Holders of at least a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect by written notice to the Notes Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) all existing Events of Default, other than the Indebtedness nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or guarantee that is the basis for such Event of Default has been discharged or waived and (y) the holders thereof have rescinded rescission would not conflict with any judgment or waived the acceleration, notice or action (as the case may be) giving rise to such Event decree of Default or (z) the default that is the basis for such Event a court of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventscompetent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (d) or (ge) of Section 6.01 hereof with respect to the CompanyCompany or the Issuer) occurs and is continuingcontinuing with respect to any series of Notes, the Trustee by notice to the Company or the holders Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company, with a copy to the Trustee, of all series affected thereby may declare the principal of, premium, if any, of and accrued but unpaid interest on all the outstanding Notes of all such series to be due and payable. Upon payable immediately (all such series voting together as a declarationsingle class) by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), such principal and interest the same shall be become immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(fclause (d) or (ge) of Section 6.01 hereof with respect to the Company occursor the Issuer occurs and is continuing, the then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders At any time after a declaration of acceleration with respect to one or more series of Notes as described in the preceding paragraph, the Holders of a majority in principal amount of outstanding the Notes of such series (voting as a single class) may rescind any and cancel such acceleration declaration with respect to the Notes of such series and its consequences. In consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default with respect to such series have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee and the Agents their compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (v) in the event of any the cure or waiver of an Event of Default specified of the type described in clause (d) or (e) of Section 6.01(e)6.01 hereof, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders shall have received an Officer’s Certificate and an Opinion of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) impair any right consequent thereto. For all purposes under this Indenture, if a portion of the default that is principal of any Discount Notes shall have been accelerated and declared or become due and payable pursuant to the basis for provisions hereof, then, from and after such Event of Default declaration, unless such declaration has been curedrescinded and annulled, it being understood that in no event shall an acceleration of the principal amount of such Discount Notes shall be deemed, for all purposes hereunder, to be such portion of the Notes principal thereof as described above shall be annulleddue and payable as a result of such acceleration, waived or rescinded upon and payment of such portion of the happening principal thereof as shall be due and payable as a result of any such eventsacceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Discount Notes.

Acceleration. If an Event of Default (other than an Event of Default specified referred to in Section 6.01(f6.01(d) or (ge)) hereof occurs and is continuing with respect to the Company) occurs and is continuing, Notes then in every such case the Trustee by notice to the Company or the holders Holders of at least 2530.0% in aggregate principal amount of all of the outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premiumamount of and accrued and unpaid interest, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such a declaration, declaration such principal amount (or specified amount) and interest accrued and unpaid interest, if any, shall be become immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(f6.01(d) or (ge) with respect to the Company occursshall occur, the principal of, premiumamount (or specified amount) of and accrued and unpaid interest, if any, and interest on all the outstanding Notes will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders At any time after such a declaration of acceleration has been made with respect to the Notes, the Holders of a majority in principal amount of the outstanding Notes Notes, by written notice to the Company and the Trustee, may rescind any and annul such declaration or acceleration and its consequences with respect to the Notes if (i) the rescission and its consequences. In the event of annulment would not conflict with any Event judgment or decree already rendered, (ii) if all existing Events of Default specified in Section 6.01(e)with respect to the Notes (except nonpayment of principal, such Event interest or premium that has become due solely because of Default the acceleration) have been cured or waived and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee hereunder and the reasonable compensation expenses and disbursements of the Trustee and its agents and counsel have been paid and (iii) if the Company has paid or deposited with the holders of Trustee a sum sufficient to pay (a) any overdue interest on the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (xb) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled(except the principal, waived interest or rescinded upon premium that has become due solely because of the happening acceleration) and (c) to the extent lawful and applicable, interest on overdue installments of interest at the rate specified in the Notes. No such rescission shall affect any such eventssubsequent Event of Default or impair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (h), (i) or (gj)(B)(x) hereof above that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee by notice to the Company or the holders Holders of at least 25% in aggregate principal amount of outstanding the Notes then outstanding, by written notice to the Company, with a copy Company (and to the TrusteeTrustee if such notice is given by the Holders), may may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable immediatelypayable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Company or its Significant Subsidiary or waived by the holders of the Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (h), (i) or (gj)(B)(x) above occurs with respect to the Company occursand is continuing, the principal of, premium, if any, and accrued interest on all the Notes will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders Holders of at least a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect Notes, by written notice to the Notes Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences. In consequences if (i) all existing Events of Default, other than the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration nonpayment of the principal amount of of, premium, if any, and interest on the Notes as described above be annulledthat have become due solely by such declaration of acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or rescinded upon the happening decree of any such eventsa court of competent jurisdiction.

Acceleration. If an Event of any Default (other than an Event of Default specified described in Section 6.01(f(f) or (g) hereof of Article VII occurs with respect to the Company) occurs and is continuingany Borrower, the Trustee by notice obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Company or Administrative Agent an amount in immediately available funds, which funds shall be held in the holders applicable LC Collateral Account, equal to the excess of at least 25% in principal the amount of outstanding Notes by notice the LC Exposure with respect to such Borrower at such time over the Companyamount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with a copy the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the Trusteeobligation and power of the Issuers to issue Letters of Credit, may or declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes Obligations to be due and payable. Upon , or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such a declarationdemand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such principal and interest Borrower, which funds shall be due and payable immediatelydeposited in the applicable LC Collateral Account. If an Event If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default specified (other than any Default as described in Section 6.01(f(f) or (g) of Article VII with respect to any Borrower) and before any judgment or decree for the Company occurspayment of the Obligations due shall have been obtained or entered, the principal ofRequired Lenders (in their sole discretion) shall so direct, premiumthe Administrative Agent shall, if anyby notice to the Borrowers, rescind and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any annul such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsand/or termination.

Acceleration. If an Event of Default described in clause (a) or (b) of Section 9.1 hereof shall occur and be continuing with respect to any Note, the holder of such Note, may by notice in writing to the Company declare the entire unpaid balance of such Note and all interest and Yield-Maintenance Premium, if any, accrued and unpaid thereon to be, and such amount shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other than notice of any kind, all of which are hereby expressly waived, and, to the extent permitted by law, such holder may proceed to institute suit for the enforcement of the payment of principal, interest and Yield-Maintenance Premium, if any, on such Note. If an Event of Default, including, without limitation, an Event of Default specified described in Section 6.01(fclause (a) or (gb) hereof with respect to of Section 9.1 hereof, shall occur and be continuing (unless there shall have occurred an Event of Default under Section 9.1(i) hereof, in which case the Company) occurs unpaid balance of all Notes shall automatically become due and is continuingpayable), the Trustee by notice to the Company or the holders of at least 25% in principal amount of outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulledat the time outstanding may, waived by notice in writing to the Company, declare the entire unpaid balance of the Notes and all interest and Yield-Maintenance Premium, if any, accrued and unpaid thereon to be, and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or rescinded upon the happening other notice of any kind, all of which are hereby expressly waived. The Company will forthwith pay to the holder or holders of all the Notes at the time outstanding the entire unpaid balance of and interest and Yield-Maintenance Premium, if any, accrued on the Notes. In addition, subject to the provisions of the Security Agreement, following an Event of Default each Noteholder may proceed to protect and enforce such eventsholder's rights by suit in equity, action at law and/or other appropriate proceeding for specific performance of, or for any injunction against violation of, any covenant or provision contained in the Notes or herein or in aid of the exercise of any power granted in the Notes or herein, or by law or otherwise. Each of the Noteholders shall following an Event of Default have all of the rights of a Secured Party; provided, however, that no Noteholder shall have any right to enforce directly any of the rights or the security interests granted by the Security Agreement or the Control Agreement or to require the Collateral Agent to take or refrain from taking any action under the Security Agreement or the Control Agreement.

Acceleration. If an Event of any Default (other than an Event of Default specified described in Section 6.01(f) 7.6 or (g) hereof 7.7 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee by notice obligations of the Lenders to make Loans and to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations (including an amount equal to the Company or the holders of at least 25% in principal stated amount of all Facility Letters of Credit outstanding Notes by notice as of the date of the occurrence of such Default for deposit into the Letter of Credit Collateral Account) shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and the Required Lenders, at any time prior to the Company, with a copy to the Trusteedate that such Default has been fully cured, may permanently terminate the obligations of the Lenders to make Loans hereunder and declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes Facility Obligations to be due and payable, or both, whereupon (i) if the Required Lenders have elected to accelerate, the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion, until receipt of a subsequent direction from the Required Lenders), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Borrower under the Loan Documents and to exercise all other rights and remedies available under applicable law. Upon such In addition to the foregoing, following the occurrence of a declarationDefault and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, such principal upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be due promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and payable immediatelyassociated issuance costs and fees. If an Event Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default specified (other than any Default as described in Section 6.01(f) 7.6 or (g) 7.7 with respect to the Company occursBorrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so direct, the principal ofAdministrative Agent shall, premiumby notice to the Borrower, if any, rescind and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any annul such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsand/or termination.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(f6.1(h) or (gSection 6.1(i) hereof with respect to the Companyhereof) occurs and is continuing, the Trustee Collateral Agent or the Holders of at least a majority in aggregate principal amount of the Convertible Notes then outstanding, by written notice to the Company or the holders of at least 25% in principal amount of outstanding Notes by notice Issuer (and to the Company, with a copy to Collateral Agent if the Trusteenotice is given by the Holders), may declare the principal ofprincipal, premiuminterest, fees and other amounts and premiums in respect of the Convertible Notes and other Obligations (including, without limitation the Make-Whole Amounts (if any) and the Specified Fees (in the case of any Administration Fees, to the extent then-earned)) to become and accrued but unpaid interest on all the Notes to shall automatically be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principal the principal, interest, fees and interest shall be other amounts and premiums in respect of the Convertible Notes and other Obligations (including, without limitation the Make-Whole Amounts (if any) and the Specified Fees (in the case of any Administration Fees, to the extent then-earned)) will become immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(f6.1(h) or (gSection 6.1(i) with respect to the Company hereof occurs, the principal ofprincipal, premiuminterest, fees and other amounts and premiums in respect of the Convertible Notes and other Obligations (including, without limitation the Make-Whole Amounts (if any) and the Specified Fees (in the case of any Administration Fees, and interest on all to the Notes extent then-earned)) will become immediately due and payable without any declaration or other act on the part of the Trustee Collateral Agent or any holdersHolder. Without limiting the generality of the foregoing, it is understood and agreed that if the Obligations are accelerated or otherwise become due prior to their Stated Maturity Date (as defined in the Convertible Notes), in each case, as a result of an Event of Default (including, without limitation, an Event of Default under Section 6.1(h) or Section 6.1(i) hereof (including the acceleration of any portion of the Convertible Notes by operation of law)), the Applicable Redemption Amount shall be due and payable (including any Make-Whole Amounts and Specified Fees (in the case of any Administration Fees, to the extent then-earned)) as though the Convertible Notes had been optionally redeemed on the date of such acceleration and any such Make-Whole Amounts and any other premiums comprising the Applicable Redemption Amount shall constitute part of the Obligations with respect to the Convertible Notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. If the Applicable Redemption Amount becomes due and payable, it shall be deemed to be principal of the Convertible Notes, and interest shall accrue on the full principal amount of the Convertible Notes (including any such Make-Whole Amounts and Specified Fees (in the case of any Administration Fees, to the extent then-earned) and any other premiums comprising the Applicable Redemption Amount) from and after the applicable triggering event, including in connection with an Event of Default specified under Section 6.1(h) or Section 6.1(i) hereof. Any such Make-Whole Amounts, Specified Fees and any other premiums comprising the Applicable Redemption Amount payable above shall be presumed to be liquidated damages sustained by each Holder as the result of the acceleration of the Convertible Notes and the Issuer and the Guarantors to the extent they provide guarantees for the Obligations agree that it is reasonable under the circumstances currently existing. The holders premium shall also be payable in the event the Convertible Notes or the Obligations are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure, sale or collection of the Collateral or by any other means, or in connection with the restructuring, reorganization or compromise of the obligations by a plan of reorganization or otherwise. THE ISSUER AND THE GUARANTORS EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING AMOUNTS IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer and Guarantors will expressly agree (to the fullest extent they may lawfully do so) that: (A) any such Make-Whole Amounts and any other premiums comprising the Applicable Redemption Amount is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the Applicable Redemption Amount shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between Holders and the Issuer giving specific consideration in this transaction for such agreement to pay the Applicable Redemption Amount; and (D) the Issuer and any Guarantor shall be estopped from claiming differently than as agreed to in this paragraph. Each of the Issuer and the Guarantors expressly acknowledge that their agreement to pay the Applicable Redemption Amount to Holders as herein described was a material inducement to investors to acquire the Convertible Notes. The Holders of a majority in principal amount of the outstanding Convertible Notes may rescind any such acceleration with respect by written notice to the Notes Issuer and to the Collateral Agent may waive all past Defaults and rescind and annul a declaration of acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that if: (x) all existing Events of Default, other than the Indebtedness nonpayment of the principal of, and interest and premium, if any, on, the Convertible Notes that have become due solely by the declaration of acceleration, have been cured or guarantee that is the basis for such Event of Default has been discharged or waived; and (y) the holders thereof have rescinded rescission would not conflict with any judgment or waived the acceleration, notice or action (as the case may be) giving rise to such Event decree of Default or (z) the default that is the basis for such Event a court of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventscompetent jurisdiction.

Acceleration. If (a) Subject to Section 6.02(b), if applicable, if an Event of Default (other than excluding an Event of Default specified in Section 6.01(f6.01(h) or (gSection 6.01(i) hereof with respect to the Company) occurs has occurred and is continuing, either the Trustee Trustee, by notice to the Company or the holders of at least 25% in principal amount of outstanding Notes by written notice to the Company, with a copy or the Holders of at least twenty five percent (25%) in aggregate principal amount of the Securities then outstanding, by written notice to the Company and the Trustee, may declare one hundred percent (100%) of the principal of, premium, if any, and accrued but and unpaid interest on on, all the Notes Securities to be immediately due and payablepayable in full. Upon such a declaration, such the principal of, and any accrued and unpaid interest on, all Securities shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(h) or (gSection 6.01(i) occurs with respect to the Company occurs(and not solely with respect to one or more of its Significant Subsidiaries), one hundred percent (100%) of the principal of, premiumand accrued and unpaid interest on, if any, and interest on all the Notes will Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders Holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the aggregate principal amount of the Notes as described above be annulledSecurities then outstanding by written notice to the Trustee may rescind or annul an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Events of Default, except the nonpayment of principal or interest that has become due solely because of the acceleration, have been cured or waived (or rescinded upon are waived concurrently with such rescission or annulment) and (iii) all amounts due to the happening of Trustee under Section 7.06 have been paid. Upon any such eventsrescission or annulment, the Events of Default that were the subject of such acceleration shall cease to exist and deemed to have been cured for every purpose.

Acceleration. If an Event of any Default (other than an Event of Default specified described in Section 6.01(f) 7.7 or (g) hereof 7.8 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee by notice obligations of the Lenders to make Loans and to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and the Required Lenders, at any time prior to the Company or the holders of at least 25% in principal amount of outstanding Notes by notice to the Company, with a copy to the Trusteedate that such Default has been fully cured, may permanently terminate the obligations of the Lenders to make Loans hereunder and declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Borrower and any Subsidiary Guarantor under the Loan Documents. Upon such In addition to the foregoing, following the occurrence of a declarationDefault and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, such principal upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be due promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and payable immediatelyassociated issuance costs and fees. If an Event Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default specified (other than any Default as described in Section 6.01(f) 7.7 or (g) 7.8 with respect to the Company occursBorrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so direct, the principal ofAdministrative Agent shall, premiumby notice to the Borrower, if any, rescind and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any annul such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsand/or termination.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f8.1(5) or (g) hereof with respect to the Company6)) occurs and is continuing, the Trustee may, by notice to the Company Company, or the holders Holders of at least 25% in principal amount of the Securities then outstanding Notes may, by notice to the Company, with a copy to Company and the Trustee, may and the Trustee shall, upon the request of such Holders, declare the all unpaid principal of, premium, if any, of and accrued but unpaid interest to the date of acceleration on all the Notes Securities then outstanding (if not then due and payable) to be due and payable. Upon payable upon any such a declaration, such principal and interest the same shall become and be immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(f8.1(5) or (g6) with respect to the Company occurs, the all unpaid principal of, premium, if any, of and accrued interest on all the Notes will Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersSecurityholder. The holders Holders of a majority in principal amount of the Securities then outstanding Notes by notice to the Trustee may rescind an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (ii) the Company has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue interest on the Securities, (b) the principal of any Security which has become due otherwise then by such acceleration with respect declaration of acceleration, and (c) to the Notes extent the payment of such interest is lawful, interest on overdue installments of interest and its consequencesoverdue principal, which has become due otherwise than by such declaration of acceleration; (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (iv) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. In No such rescission shall affect any subsequent default or impair any right consequent thereon. Anything herein contained to the contrary notwithstanding, in the event of any acceleration pursuant to this Section 8.2, the Company shall not be obligated to pay any premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 5 of the Securities, except in the case of any Event of Default specified in Section 6.01(e), such Event occurring by reason of Default and all consequences thereof any willful action (excluding, however, any resulting payment defaultor inaction) shall be annulled, waived and rescinded, automatically and without any action taken (or not taken) by the Trustee or the holders on behalf of the NotesCompany with the intention of avoiding payment of the premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 5 of the form of Security attached hereto as Exhibit A, if within 20 days after such Event of Default arose the Company delivers in which case an Officers’ Certificate equivalent premium shall also become and be immediately due and payable to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsextent permitted by law.

Acceleration. If an Event of any Default (other than an Event of Default specified described in Section 6.01(f) Sections 7.7 or (g) hereof 7.8 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee by notice obligations of the Lenders to make Loans and to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and the Required Lenders, at any time prior to the Company or the holders of at least 25% in principal amount of outstanding Notes by notice to the Company, with a copy to the Trusteedate that such Default has been fully cured, may permanently terminate the obligations of the Lenders to make Loans hereunder and declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which Borrower hereby expressly waives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documents. Upon such In addition to the foregoing, following the occurrence of a declarationDefault and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, such principal upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be due promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and payable immediatelyassociated issuance costs and fees. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of, premiumSuch funds, if any, and interest on remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Notes will become immediately due and payable without any declaration or other act on the part Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to Borrower. If, within 10 days after acceleration of the Trustee maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any holders. The holders of a majority Default (other than any Default as described in principal amount of outstanding Notes may rescind any such acceleration Sections 7.7 or 7.8 with respect to Borrower) and before any judgment or decree for the Notes and its consequences. In payment of the event Facility Obligations due shall have been obtained or entered, all of any Event of Default specified the Lenders (in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment defaulttheir sole discretion) shall be annulledso direct, waived the Administrative Agent shall, by notice to Borrower, rescind and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after annul such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsand/or termination.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (5) or (g6) hereof with respect to the Companyof Section 8.1) occurs and is continuing, the Trustee may, by notice to the Company Company, or the holders Holders of at least 25% in principal amount of the Securities then outstanding Notes may, by notice to the Company, with a copy to Company and the Trustee, may and the Trustee shall, upon the request of such Holders, declare the all unpaid principal of, premium, if any, of and accrued but unpaid interest to the date of acceleration on all the Notes Securities then outstanding (if not then due and payable) to be due and payable. Upon payable upon any such a declaration, such principal and interest the same shall become and be immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(fclause (5) or (g6) with respect to the Company of Section 8.1 occurs, the all unpaid principal of, premium, if any, of and accrued interest on all the Notes will Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersSecurityholder. The holders Holders of a majority in principal amount of the Securities then outstanding Notes by notice to the Trustee may rescind any an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such acceleration with respect declaration of acceleration, have been cured or waived; (b) to the Notes extent the payment of such interest is lawful, interest on overdue installments of interest and its consequencesoverdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. In Anything herein contained to the contrary notwithstanding, in the event of any acceleration pursuant to this Section 8.2, the Company shall not be obligated to pay any premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 5 of the Securities, except in the case of any Event of Default specified in Section 6.01(e), such Event occurring by reason of Default and all consequences thereof any willful action (excluding, however, any resulting payment defaultor inaction) shall be annulled, waived and rescinded, automatically and without any action taken (or not taken) by the Trustee or the holders on behalf of the NotesCompany with the intention of avoiding payment of the premium which it would have had to pay if it had then elected to redeem the Securities pursuant to paragraph 5 of the Securities, if within 20 days after such Event of Default arose the Company delivers in which case an Officers’ Certificate equivalent premium shall also become and be immediately due and payable to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsextent permitted by law.

Acceleration. If an Upon the happening of any Event of Default (other than an Event of Default as specified in Section 6.01(f6.01(e) or (gf) hereof with respect to the Company) occurs and is continuing), the Trustee Trustee, by notice to the Company or the holders of at least 25% in principal amount of outstanding Notes by written notice to the Company, with a copy or the Holders of not less than 25% in aggregate principal amount of the Securities then outstanding, by written notice to the TrusteeTrustee and the Company, in each case specifying the respective Event of Default and that it is a "notice of acceleration", may declare the principal of, premium, if any, and accrued but unpaid interest on Accreted Value of all of the Notes Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately, upon which declaration, all amounts payable in respect of the Securities shall become immediately due and payable, notwithstanding anything contained in the Securities or this Indenture to the contrary. If an Event of Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Company occursoccurs and is continuing, the principal of, premium, if any, then such amount shall IPSO FACTO become and interest on all the Notes will become be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder of Securities. The holders At any time after a declaration of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes Securities as described in the preceding paragraph, but before a judgment or decree of money due in respect of the Securities has been obtained, the Holders of not less than a majority in aggregate principal amount at maturity of the Securities then outstanding, by written notice to the Company and the Trustee, may rescind such declaration and its consequences. In consequences if (a) the event of any Event of Default specified in Section 6.01(e), such Event of Default and Company has paid or deposited with the Trustee a sum sufficient to pay (i) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or under this Indenture and the holders reasonable compensation, expenses, disbursements and advances of the NotesTrustee, its agents and counsel, (ii) interest, if within 20 days after any, at the rate of 15% per annum that has accrued on the Accreted Value of all Securities from the date of such Event of Default arose the Company delivers an Officers’ Certificate declaration to the Trustee stating that date of such payment or deposit with the Trustee, (xiii) the Indebtedness or guarantee Accreted Value of any Securities which have become due otherwise than by such declaration of acceleration, and (iv) to the extent that payment of such interest is lawful, interest, if any, at the basis for rate of 15% per annum that has accrued on the Accreted Value of any Securities which have become due otherwise than by such Event declaration of Default has been discharged or acceleration; (yb) the holders thereof rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (c) all Events of Default, other than the non-payment of principal of, and interest, if any, on the Securities that have rescinded or waived the become due solely by such declaration of acceleration, notice have been cured or action (as the case may be) giving rise to waived. No such rescission shall affect any subsequent Default or Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of impair any such eventsright subsequent therein.

Acceleration. If an Event In case one or more Events of Default shall have occurred and be continuing (other than an Event of Default specified in Section 6.01(f6.01(h) or (g) hereof with respect to the Company) occurs and is continuing, any of the Company’s Significant Subsidiaries or any group of the Company’s Subsidiaries that, taken together, would constitute a Significant Subsidiary), either the Trustee by notice to the Company or the holders of at least 25% in principal amount of outstanding Notes by notice writing to the Company, with a copy or the Holders of at least 30% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare 100% of the principal of, premiumand accrued and unpaid interest, if any, and accrued but unpaid interest on on, all the Notes to be due and payable. Upon payable immediately, and upon any such a declaration, such principal declaration the same shall become and interest shall be immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(f) or (g6.01(h) with respect to the Company occursCompany, any of the Company’s Significant Subsidiaries or any group of the Company’s Subsidiaries that, taken together, would constitute a Significant Subsidiary, occurs and is continuing, 100% of the principal of, premiumand accrued and unpaid interest, if any, on, all Notes shall become and interest on all the Notes will become shall automatically be immediately due and payable without payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any declaration or other act on time after the part principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any holders. The holders and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09 and all amounts owing to the Trustee have been paid, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of outstanding the Notes then outstanding, by written notice to the Company and to the Trustee, may rescind any such acceleration waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences. In the event of consequences and such Default shall cease to exist, and any Event of Default specified in Section 6.01(e)arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price or the Fundamental Change Repurchase Price, if applicable) of, or accrued and all consequences thereof (excluding, howeverunpaid interest on, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged Notes or (yii) the holders thereof have rescinded a failure to pay or waived the accelerationdeliver, notice or action (as the case may be) giving rise to such Event of Default or (z) , the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration consideration due upon conversion of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsNotes.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) hereof with respect to the Companyof Section 7.01(a)) occurs and is continuing, the Trustee may, by notice to the Company Company, or the holders Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes may, by notice to the Company, with a copy to Company and the Trustee, may declare the principal of, premiumamount and accrued and unpaid interest, if any, and accrued but and unpaid interest Additional Interest, if any, through the date of declaration on all the Notes Securities to be immediately due and payable. Upon such a declaration, such principal amount and interest such accrued and unpaid interest, if any, and such accrued and unpaid Additional Interest, if any, shall be due and payable immediately. If there are any amounts outstanding under any of the instruments constituting Senior Debt, such amounts shall become due and payable upon the first to occur of an acceleration under any of the instruments constituting Senior Debt or five Business Days after receipt by the Company and the Representative under any Senior Debt of notice of the acceleration of the instruments constituting Senior Debt unless all Events of Default specified in such Acceleration Notice have been cured or waived. If an Event of Default specified in Section 6.01(f7.01(a)(6) or (g7) with occurs in respect to of the Company occursor any Significant Subsidiary and is continuing, the principal of, premiumamount and accrued but unpaid interest, if any, and interest accrued and unpaid Additional Interest, if any, on all the Notes will Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolders of Securities. The holders At any time after such a declaration of acceleration with respect to the Securities has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority in principal amount of outstanding Notes the Securities, by written notice to the Company and the Trustee, may rescind any and annul such acceleration with respect to the Notes declaration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.if:

Acceleration. If an any Event of Default (other than an Event ------------ of Default specified in Section 6.01(f6.01(g) or (gSection 6.01(h) hereof with respect to the Companyhereof) occurs and is continuing, then and in every such case, the Trustee by a notice in writing to the Company or may, and at the holders direction of at least 25% in the Holders of not less than 25 percent of the outstanding aggregate principal amount of outstanding Notes by a notice in writing to the Company, with a copy to Company and the Trustee, may shall declare the principal of, premium, if any, Default Amount and any accrued but and unpaid interest on all the Notes then outstanding to be immediately due and payable. Upon any such a declaration, such principal Default Amount and any accrued and unpaid interest shall on all Notes then outstanding will become and be immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(f6.01(g) or (gSection 6.01(h) with respect to the Company hereof occurs, the principal of, premium, if any, Default Amount and any accrued and unpaid interest on all the Notes will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder of Notes. The In the event of a declaration of acceleration because an Event of Default set forth in Section 6.01(e) hereof has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to Section 6.01(e) hereof shall be remedied, or cured, or waived by the holders of the relevant Indebtedness, within 60 calendar days after such event of default; provided no judgment or decree for the payment of the money due on the Notes has been obtained by the Trustee as hereinafter in this Article VI provided. At any time after a declaration of acceleration with respect to Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article VI provided, the Holders of a majority in principal amount of the outstanding Notes Notes, by written notice to the Company and the Trustee, may rescind any and annul such acceleration with respect to the Notes declaration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.if,

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) hereof with respect to the Company) occurs and is continuing, the Trustee Trustee, by notice to the Company Issuers, or the holders of at least not less than 25% in aggregate principal amount of outstanding Notes the Notes, by written notice to the Company, with a copy to Issuers and the Trustee, may declare to be immediately due and payable the outstanding principal ofamount of all the Notes then outstanding, plus premium, if any, and accrued but unpaid interest on all to the Notes to be date of acceleration, in which event such amounts shall become immediately due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If In case an Event of Default specified in Section 6.01(f6.01(7) or (g) 8) with respect to the Company either Issuer occurs, the such then outstanding principal ofamount, premium, if any, and interest on with respect to all of the Notes will become immediately shall be due and payable immediately without any declaration or other act on the part of the Trustee or the holders of the Notes. After any holders. The such acceleration but before a judgment or decree based on acceleration is obtained by the Trustee, the holders of a majority in aggregate principal amount of outstanding Notes by notice to the Trustee may rescind any and cancel such acceleration with respect and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated then outstanding principal amount, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the Notes extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue then outstanding principal amount, premium, if any, or interest, which has become due otherwise than by such declaration of acceleration, has been paid, (iii) the Company has paid the Trustee its consequences. In reasonable compensation and reimbursed the Trustee its expenses, disbursements and advances, (iv) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (v) in the event of any the cure or waiver of a Default or Event of Default specified described in Section 6.01(e)6.01(7) or (8), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee has received an Officer's Certificate and an Opinion of Counsel that such Default or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (f) or (g) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the holders Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on on, all the Notes to be due and payable. Upon such payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a declaration“notice of acceleration” (the “Acceleration Notice”), such principal and interest the same (i) shall be become immediately due and payable immediatelyor (ii) if there are any amounts outstanding under the Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities and five Business Days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in Section 6.01(fclause (f) or (g) of Section 6.01 hereof with respect to the Company occursoccurs and is continuing, the then all unpaid principal of, and premium, if any, and accrued and unpaid interest on on, all the outstanding Notes will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of outstanding the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any such acceleration with respect judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the Notes extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its consequences. In reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and (v) in the event of any the cure or waiver of an Event of Default specified of the type described in clause (f) or (g) of Section 6.01(e)6.01 hereof, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers shall have received an Officers’ Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the holders Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such payable immediately provided, however, that if any Indebtedness or Obligation is outstanding pursuant to the New Credit Facility, upon a declarationdeclaration of acceleration by the holders of the Notes or the Trustee, such all principal and interest under this Indenture shall be due and payable immediatelyupon the earlier of (x) the day five Business Days after the provision to the Company, the Credit Agent and the Trustee of such written notice of acceleration or (y) the date of acceleration of any Indebtedness under the New Credit Facility; and provided, further, that in the event of an acceleration based upon an Event of Default set forth in clause (vi) above, such declaration of acceleration shall be automatically annulled if the holders of Indebtedness which is the subject of such failure to pay at maturity or acceleration have rescinded their declaration of acceleration in respect of such Indebtedness or such failure to pay at maturity shall have been cured or waived within 30 days thereof and no other Event of Default has occurred during such 30-day period which has not been cured, paid or waived. Notwithstanding the foregoing, in the case of an Event of Default as described in (viii) and (ix) of Section 6.1 hereof, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of Section 3.7(a) hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default specified in Section 6.01(foccurs prior to March 15, 2003 by reason of any willful action (or inaction) taken (or (gnot taken) with respect to by or on behalf of the Company occurswith the intention of avoiding the prohibition on redemption of the Notes prior to March 15, 2003, then the amount payable in respect of such Notes for purposes of this paragraph for each of the twelve-month periods beginning on March 15 of the years indicated below shall be set forth below, expressed as percentages of the principal ofamount that would otherwise be due but for the provisions of this sentence, premiumplus accrued and unpaid interest and Liquidated Damages, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event date of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.payment: Year Percentage ---- ---------- 1998............................................109.250% 1999............................................108.325% 2000............................................107.400% 2001............................................106.475% 2002............................................105.550%

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f7.01(k) or (gl) hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company and the Trustee, or the holders of at least 25% in principal amount of the outstanding Notes then outstanding hereunder determined in accordance with Section 9.04 by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, of and accrued but unpaid interest Interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f7.01(k) or (gl) with respect to the Company occurs, the principal of, premium, if any, of and interest Interest on all the Notes will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The This provision, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of Interest upon all Notes and the principal of any and all Notes which shall have become due otherwise than by acceleration (with interest on overdue installments of Interest (to the extent that payment of such interest is enforceable under applicable law) and on such principal at the rate borne by the Notes, to the date of such payment or deposit) and amounts due to the Trustee pursuant to Section 8.07, and if any and all defaults under this Indenture, other than the nonpayment of principal of and accrued Interest on Notes which shall have become due by acceleration, shall have been cured or waived pursuant to Section 7.05, then and in every such case the holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all defaults or Events of Default and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or Event of Default, or shall impair any right consequent thereon. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such waiver or rescission and annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the holders of Notes, and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the holders of Notes, and the Trustee shall continue as described above be annulled, waived or rescinded upon the happening of any though no such eventsproceeding had been taken.

Acceleration. If In the case of an Event of Default arising from clause (other than an Event of Default specified in Section 6.01(fix) or (gx) hereof of Section 6.01 with respect to the Company) , any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries 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 by notice to the Company or the holders Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company, with a copy to the Trustee, may declare all the Notes to be due and payable immediately. Upon any such declaration, the principal of, premium, if any, and accrued but and unpaid interest on all the Notes to be due interest, if any, and payable. Upon such a declarationAdditional Interest, such principal and interest if any, shall be become due and payable immediately. If The Trustee has no duty or obligation to determine whether an Event of Default has occurred as a result of the events described above and shall have notice of such events only in accordance with Section 7.02(i) herein. Notwithstanding the foregoing, if an Event of Default specified in clause (vi) of Section 6.01(f) or (g) with respect to the Company occurs, the principal of, premium, if any, 6.01 shall have occurred and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e)be continuing, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) consequential acceleration shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, rescinded if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (xi) the Indebtedness or guarantee that is the basis for subject of such Event of Default has been discharged repaid or (yii) if the holders 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. Any such declaration with respect to the Notes may be rescinded and annulled by the Holders of a majority in aggregate principal amount of the outstanding Notes by written notice to the Trustee if (i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Events of Default have been cured or waived except nonpayment of principal of or interest on the Notes that has become due solely by such declaration of acceleration, notice (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or action (as the case may be) giving rise to such waiver of a Default or Event of Default of the type described in clauses (ix) and (x) of Section 6.01 the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event cured or waived. No such rescission shall an acceleration of the principal amount of the Notes as described above be annulled, waived affect any subsequent Default or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default with respect to Notes of any Series at the time outstanding occurs and is continuing (other than an Event of Default specified referred to in Section 6.01(f6.01(d) or (ge)) hereof with respect to the Company) occurs and is continuing, then in every such case the Trustee by notice to the Company or the holders Holders of at least not less than 25% in aggregate principal amount of the outstanding Notes by notice to the Company, with a copy to the Trustee, of that Series may declare the principal of, premiumamount of and accrued and unpaid interest, if any, and accrued but unpaid interest on all of the Notes of that Series to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 6.01(f6.01(d) or (ge) with respect to the Company occursshall occur, the principal of, premiumamount (or specified amount) of and accrued and unpaid interest, if any, and interest on all the outstanding Notes will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders At any time after such a declaration of acceleration with respect to any Series has been made, the Holders of a majority in principal amount of the outstanding Notes of that Series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (i) the rescission and annulment would not conflict with any such acceleration judgment or decree already rendered, (ii) if all existing Events of Default with respect to that Series (except nonpayment of principal, interest or premium that has become due solely because of the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default acceleration) have been cured or waived and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or hereunder and the holders reasonable compensation expenses and disbursements of the Notes, Trustee and its agents and counsel have been paid and (iii) if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate has paid or deposited with the Trustee a sum sufficient to pay (a) any overdue interest on the Notes of such Series, (b) the principal amount of such Series of Notes (except the principal, interest or premium that has become due solely because of the acceleration) and (c) to the Trustee stating that (x) extent lawful and applicable, interest on overdue installments of interest at the Indebtedness or guarantee that is rate specified in the basis for Notes of such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to Series. No such rescission shall affect any subsequent Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereon.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (f) or (g) of Section 6.01 hereof with respect to the Company) occurs shall occur and is be continuing, the Trustee by notice to the Company or the holders Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Notes to be due and payable. Upon such payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a declaration“notice of acceleration” (the “Acceleration Notice”), such principal and interest the same: (i) shall be become immediately due and payable immediatelyor (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 and five 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. If an Event of Default specified in Section 6.01(fclause (f) or (g) of Section 6.01 hereof with respect to the Company occursoccurs and is continuing, the then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of outstanding the Notes may rescind any and cancel such acceleration with respect to the Notes declaration and its consequences. In : (i) if the rescission would not conflict with any judgment or decree; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal of, premium, if any, and interest on the Notes that has become due solely because of the acceleration; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of any the cure or waiver of an Event of Default specified of the type described in clause (f) or (g) of Section 6.01(e)6.01 hereof, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers shall have received an Officers’ Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of any Default (other than an Event of Default specified described in Section 6.01(f) 7.7 or (g) hereof 7.8 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee by notice obligations of the Lenders to make Loans hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and the Required Lenders, at any time prior to the Company or the holders of at least 25% in principal amount of outstanding Notes by notice to the Company, with a copy to the Trusteedate that such Default has been fully cured, may permanently terminate the obligations of the Lenders to make Loans hereunder and declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes Facility Obligations to be due and payable. Upon such a declaration, such principal and interest or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall be become immediately due and payable immediatelypayable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Borrower and any Subsidiary Guarantor under the Loan Documents. If an Event If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default specified (other than any Default as described in Section 6.01(f) 7.7 or (g) 7.8 with respect to the Company occursBorrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so direct, the principal ofAdministrative Agent shall, premiumby notice to the Borrower, if any, rescind and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any annul such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsand/or termination.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) hereof with respect to the Company) Securities of any Series occurs and is continuing, the Trustee by notice to the Company Company, or the holders Holders of at least 25% in principal amount of the outstanding Notes Securities of that Series by notice to the Company, with a copy to Company and the Trustee, may declare that the principal ofof and accrued interest (or, premiumif any of the Securities of that Series are original issue discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof), if any, and accrued but unpaid interest on all the Notes to shall be due and payablepayable immediately. Upon such a declaration, such principal (or specified amount) and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders Holders of a majority in principal amount of the outstanding Notes Securities of that Series by notice to the Company and the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (other than nonpayment of principal, interest or premium, if any, that has become due solely because of such acceleration acceleration) have been cured or waived. Notwithstanding any provisions to the contrary contained in this Section 6.02 and in addition thereto, upon receipt by the Trustee of any declaration of acceleration, or rescission and annulment thereof, with respect to the Notes and its consequences. In the event Securities of any Event a Series all or part of Default specified in Section 6.01(e)which is represented by a Global Security, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders shall establish a record date for determining Holders of the Notes, if within 20 days after outstanding Securities of such Event Series entitled to join in such declaration of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (rescission and annulment, as the case may be) giving rise , which record date shall be at the close of business on the day the Trustee receives such declaration of acceleration, or rescission and annulment, as the case may be. The Holders on such record date, or their duly designated proxies, and only such Holders, shall be entitled to join in such Event declaration of Default acceleration, or (z) rescission and annulment, as the default case may be, whether or not such Holders remain Holders after such record date; provided, however, that unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having been obtained prior to the day which is 90 days after such record date, such declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new declaration of acceleration, or rescission or annulment thereof, as the case may be, that is the basis for such Event identical to a declaration of Default acceleration, or rescission or annulment thereof, which has been curedcancelled pursuant to the proviso to the preceding sentence, it being understood that in no which event a new record date shall an acceleration be established pursuant to the provisions of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsthis Section 6.02.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) hereof of Section 6.01 hereof, with respect to Parent, the Company) , any Restricted Subsidiary of Parent or the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding principal of the Notes and any accrued but unpaid interest thereon will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Company or the holders Holders of at least 2530% in aggregate principal amount of the then outstanding Notes by notice to the Company, Company (with a copy to the Trustee, Trustee if given by Holders of Notes) may declare all outstanding principal of the principal of, premium, if any, Notes and any accrued but unpaid interest on all the Notes thereon to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind such an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the payment of principal of, premiumpremium on, if any, and interest on all or interest, if any, on, the Notes will (except nonpayment of principal of, premium on, if any, or interest on, the Notes that has become immediately due and payable without any declaration or other act on the part solely because of the acceleration) and if all sums paid or advanced by the Trustee or any holders. The holders hereunder and the reasonable compensation, expenses, disbursements and advances of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes Trustee, its agents and its consequencescounsel have been paid. In the event of any a declaration of acceleration of the Notes because an Event of Default specified has occurred and is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(e), such Event of Default and all consequences thereof 6.01(4) hereof (excluding, however, excluding any resulting payment default) default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be annulled, waived and rescinded, automatically and without any action by the Trustee or annulled if the holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration of acceleration of the Notes, and if within 20 days after such Event the annulment of Default arose the Company delivers an Officers’ Certificate acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived and all amounts owing to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has have been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventspaid.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) hereof with respect to the Company) Notes occurs and is continuing, the Trustee by notice to the Company or the holders Holders of at least 25% in principal amount of outstanding the Notes by notice to the Company, with a copy to Company and the Trustee, may declare the principal of, premiumof and accrued interest and Liquidated Damages, if any, and accrued but unpaid interest on all the Notes to be due and payablepayable immediately. Upon such a declaration, declaration such principal and interest interest, if any, and Liquidated Damages, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect Subject to the Company occursprovisions of this Indenture relating to the duties of the Trustee, the principal ofTrustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request, premium, if any, and interest on all the Notes will become immediately due and payable without order or direction of any declaration or other act on the part of the Holders, unless such Holders have offered to the Trustee security or indemnity satisfactory to it. At any holders. The holders time after such a declaration of acceleration and before a judgment or decree for payment of the money due has been obtained, the Holders of a majority in principal amount of the then outstanding Notes by written notice to the Company and the Trustee may rescind on behalf of all Holders an acceleration (and upon such rescission any Event of Default caused by such acceleration shall be deemed cured) with respect to the Notes and its consequences. In the event of any Event consequences if all existing Events of Default specified in Section 6.01(e)with respect to the Notes have been cured or waived, such Event of Default if the rescission would not conflict with any judgment or decree, and if all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or hereunder and the holders reasonable compensation, expenses, disbursements and advances of the NotesTrustee and its agents and counsel, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate and all other amounts due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has and any predecessor Trustee under Section 7.7 have been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsmade.

Acceleration. If an Subject to the rights of the Bond Insurer set forth in Section 10.03 and Section 12.04, upon the occurrence and continuance of any Event of Default described in clause (other than an Event of Default specified in Section 6.01(fa), (b), (c), (d), (e), (h) or (gi) hereof of the preceding paragraph and further upon the condition that if any First Mortgage Bonds shall have been delivered, all first mortgage bonds outstanding under the First Mortgage shall have become immediately due and payable in accordance with respect to the Company) occurs and is continuingterms of the First Mortgage, the Trustee by notice to may, and at the Company or the holders written request of at least Bondholders of not less than 25% in principal amount of the Bonds then outstanding Notes shall, by written notice to the Company, with a copy Authority and to the Trustee, may Company declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes Bonds to be immediately due and payable. Upon such a declaration, such principal whereupon, and interest shall be due and payable immediately. If upon the occurrence of an Event of Default as specified in Section 6.01(fclause (f) or (g) with respect to of the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable preceding paragraph without any declaration further notice or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders Authority, the Bonds shall, without further action, become and be immediately due and payable, any provisions hereof or the Bonds to the contrary notwithstanding, and the Trustee shall give notice of acceleration to the Authority, and shall give notice thereof by mail to the Bondholders. The provisions of the Notespreceding paragraph, if within 20 days however, are subject to the condition that if, after the principal of the Bonds shall have been so declared to be due and payable, and before any judgment or decree for the payment of moneys due shall have been obtained or entered as hereinafter provided, the Company or the Authority shall cause to be deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all the Bonds and the principal of any and all Bonds which shall have become due otherwise than by reason of such declaration (with interest upon such principal and, to the extent permissible by law, on overdue installments of interest, at the rate per annum specified herein) and such amounts as shall be sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee and any paying agent, tender agent and registrar, and all Events of Default hereunder other than nonpayment of the principal of Bonds which shall have become due by said declaration shall have been remedied, then, in every such case, such Event of Default arose shall be deemed waived and such declaration and its consequences rescinded and annulled, and the Company delivers an Officers’ Certificate Trustee shall promptly give written notice of such waiver, rescission or annulment to the Trustee stating that (x) Authority and the Indebtedness Company, and shall give notice thereof to the Bondholders; but no such waiver, rescission and annulment shall extend to or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such affect any subsequent Event of Default or (z) impair any right or remedy consequent thereon; provided, however, that if any First Mortgage Bonds shall have been delivered in connection with the default that is Bonds, any waiver of “default” under the basis for such First Mortgage and a rescission and annulment of its consequences shall constitute a waiver of the corresponding Event of Default has been cured, it being understood that in no event shall an acceleration under this Agreement and a rescission and annulment of the principal amount consequences thereof, and the Trustee shall promptly give written notice of such waiver, rescission and annulment to the Notes Authority and the Company, and notice to the Bondholders in the same manner as described above be annulleda notice of redemption under Section 4.04; but no such waiver, waived rescission and annulment shall extend to or rescinded upon the happening affect any subsequent default or Event of Default or impair any such eventsright or remedy consequent thereon.

Acceleration. If an any Event of Default (with respect to the Debentures of any series other than an Event of Default specified in Section 6.01(funder clause (d) or (ge) hereof with respect to the Company) of Section 6.01 occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Debentures of that series then outstanding may declare the principal of, and any accrued interest on, all the Debentures of that series due and payable immediately, provided that in the case of a series of Debentures then held by notice a Trust, if upon an Event of Default with respect to the Company Debentures of that series the Trustee has, or the Holders of at least 25% in aggregate principal amount of the Debentures of that series then outstanding have, failed to declare the principal of, and any accrued interest on, the Debentures of that series to be immediately due and payable, the holders of at least 25% in principal aggregate liquidation amount of the outstanding Notes by notice Preferred Securities of that Trust shall have the right to the Company, with a copy to the Trustee, may declare the principal of, premiumand any accrued interest on, if any, and accrued but unpaid interest on all the Notes Debentures of that series to be due and payable. Upon such a declaration, such principal and interest shall be immediately due and payable immediatelyby delivering a notice in writing to the Company and the Trustee. If an Event of Default specified in Section 6.01(fclause (d) or (ge) with respect to the Company of Section 6.01 occurs, the principal of, premiumand any accrued interest on, if any, and interest on all the Notes will Debentures shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersDebentureholders. The holders foregoing paragraph, however, is subject to the condition that if, at any time after the principal of the Debentures of that series shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Debentures of that series and the principal of and premium, if any, on all Debentures of that series which shall have become due otherwise than by acceleration (with interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate accruing on the Debentures of that series to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.06, and any and all Defaults under the Indenture, other than the nonpayment of principal of and interest on Debentures of that series which shall not have become due by their terms, shall have been remedied or waived as provided in Section 6.04, then and in every such case the Holders of at least a majority in aggregate principal amount of the Debentures of that series then outstanding Notes may rescind (subject to, in the case of any such acceleration series of Debentures held as assets of a Trust and with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e)which a Security Exchange has not theretofore occurred, such Event consent of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the NotesPreferred Securities and the Common Securities of such Trust as may be required under the Declaration of Trust of such Trust), if within 20 days after such Event of Default arose by written notice to the Company delivers an Officers’ Certificate and to the Trustee stating Trustee, may rescind and annul such declaration and its consequences with respect to that (x) the Indebtedness series of Debentures; but no such rescission and annulment shall extend to or guarantee that is the basis for such Event of Default has been discharged shall affect any subsequent default, 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereon.

Acceleration. If an any Event of Default (with respect to the Debentures of any series other than an Event of Default specified in Section 6.01(funder clause (d) or (ge) hereof with respect to the Company) of Section 6.1 occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Debentures of that series then outstanding may declare the principal of, and any accrued interest on, all the Debentures of that series due and payable immediately by notice to the Company (and to the Trustee if given by Holders); provided that in the case of a series of Debentures then held by a Trust, if upon an Event of Default with respect to the Debentures of that series the Trustee has, or the Holders of at least 25% in aggregate principal amount of the Debentures of that series then outstanding have, failed to declare the principal of, and any accrued interest on, the Debentures of that series to be immediately due and payable, the holders of at least 25% in principal aggregate liquidation amount of the outstanding Notes Capital Securities of that Trust shall have such right by a notice to the Company, with a copy to Company and the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon any such a declaration, declaration such principal and interest series of Debentures shall be become due and payable immediately. If an Event of Default specified in Section 6.01(fclause (d) or (ge) with respect to the Company of Section 6.1 occurs, the principal of, premiumand any accrued interest on, if any, and interest on all the Notes will Debentures shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersDebentureholders. The holders foregoing paragraph, however, is subject to the condition that if, at any time after the principal of the Debentures of that series shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Debentures of that series and the principal of and premium, if any, on all Debentures of that series which shall have become due otherwise than by acceleration (with interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate accruing on or otherwise prescribed therefor in the Debentures of that series to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.7, and any and all Defaults under the Indenture, other than the nonpayment of principal of and interest on Debentures of that series which shall not have become due by their terms, shall have been remedied or waived as provided in Section 6.4, then and in every such case the Holders of at least a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the aggregate principal amount of the Notes as described above be annulledDebentures of that series then outstanding, waived by written notice to the Company and to the Trustee, may on behalf of all of the Holders of such series of Debentures rescind and annul such declaration and its consequences with respect to that series of Debentures; but no such rescission and annulment shall extend to or rescinded upon the happening of shall affect any such eventssubsequent default, or shall impair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) clauses (8) or (g9)) hereof with respect to the Company) under Section 7.01 occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% of the principal amount of the outstanding Securities may declare the unpaid principal of and premium, if any, and accrued and unpaid interest on, all the Securities then outstanding to be due and payable, by a notice in writing to the Company or the holders of at least 25% in principal amount of outstanding Notes by notice to the Company, with a copy (and to the Trustee, may declare the principal ofif given by Holders), and upon any such declaration such principal, premium, if any, and accrued but and unpaid interest on all the Notes to be shall become immediately due and payable. Upon such a declaration, such principal and interest shall be due and payable immediatelynotwithstanding anything contained in this Indenture or the Securities to the contrary. If an Event of Default specified in Section 6.01(f) clauses (8) or (g9) with respect to the Company of Section 7.01 occurs, the all unpaid principal of, and premium, if any, and accrued and unpaid interest on all on, the Notes Securities then outstanding will become immediately due and payable payable, without any declaration or other act on the part of the Trustee or any holdersHolder. The holders Holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulledoutstanding Securities, waived by written notice to the Company, the Subsidiary Guarantors and the Trustee, may rescind and annul a declaration of acceleration and its consequences if (1) the Company or rescinded upon any Subsidiary Guarantor has paid or deposited with such Trustee a sum sufficient to pay (A) all overdue installments of interest on all the happening Securities, (B) the principal of, and premium, if any, on any Securities that have become due otherwise than by such declaration of any acceleration and interest thereon at the rate or rates prescribed therefor in the Securities, (C) to the extent that payment of such events.interest is lawful, interest on the defaulted interest at the rate or rates prescribed therefor in the Securities, and (D) all money paid or advanced by the Trustee thereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(6) or (g7) hereof with in respect to of the Company) occurs and is continuing, the Trustee by notice written Notice to the Company Company, or the holders Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding Notes by notice to the Company, with a copy to Company and the Trustee, may declare the principal of, premium, if anyIssue Price plus accrued Original Issue Discount through the date of declaration, and any accrued but and unpaid interest (including contingent interest) through the date of such declaration, on all the Notes Securities to be immediately due and payable. Upon such a declaration, such principal Issue Price plus accrued Original Issue Discount, and such accrued and unpaid interest (including contingent interest), if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(6) or (g7) with occurs in respect to of the Company occursand is continuing, the principal of, premiumIssue Price plus accrued Original Issue Discount plus accrued and unpaid interest (including contingent interest), if any, and interest on all the Notes will Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersSecurityholders. The holders Holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders aggregate Principal Amount at Maturity of the NotesSecurities at the time outstanding, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate by notice to the Trustee stating that (xand without notice to any other Securityholder) may rescind an acceleration and its consequences if the Indebtedness rescission would not conflict with any judgment or guarantee that is the basis for such Event decree and if all existing Events of Default has have been discharged or (y) the holders thereof have rescinded cured or waived except nonpayment of the acceleration, notice or action (Issue Price plus accrued Original Issue Discount plus accrued and unpaid interest that have become due solely as a result of acceleration and if all amounts due to the case may be) giving rise to Trustee under Section 7.07 have been paid. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (d) or (ge) of Section 6.01 hereof with respect to the Company) occurs and is continuingcontinuing with respect to any series of Notes, the Trustee by notice to the Company or the holders Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company, with a copy to the Trustee, of all series affected thereby may declare the principal of, premium, if any, of and accrued but unpaid interest on all the outstanding Notes of all such series to be due and payable. Upon payable immediately (all such series voting together as a declarationsingle class) by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), such principal and interest the same shall be become immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(fclause (d) or (ge) of Section 6.01 hereof with respect to the Company occursoccurs and is continuing, the then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders At any time after a declaration of acceleration with respect to one or more series of Notes as described in the preceding paragraph, the Holders of a majority in principal amount of outstanding the Notes of such series (voting as a single class) may rescind any and cancel such acceleration declaration with respect to the Notes of such series and its consequences. In consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default with respect to such series have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee and the Agents their compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (v) in the event of any the cure or waiver of an Event of Default specified of the type described in clause (d) or (e) of Section 6.01(e)6.01 hereof, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders shall have received an Officer’s Certificate and an Opinion of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) impair any right consequent thereto. For all purposes under this Indenture, if a portion of the default that is principal of any Discount Notes shall have been accelerated and declared or become due and payable pursuant to the basis for provisions hereof, then, from and after such Event of Default declaration, unless such declaration has been curedrescinded and annulled, it being understood that in no event shall an acceleration of the principal amount of such Discount Notes shall be deemed, for all purposes hereunder, to be such portion of the Notes principal thereof as described above shall be annulleddue and payable as a result of such acceleration, waived or rescinded upon and payment of such portion of the happening principal thereof as shall be due and payable as a result of any such eventsacceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Discount Notes.

Acceleration. If an Event of any Default (other than an Event of Default specified described in Section 6.01(f) 7.7 or (g) hereof 7.8 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee by notice obligations of the Lenders to make Loans and hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and the Required Lenders, at any time prior to the Company or the holders of at least 25% in principal amount of outstanding Notes by notice to the Company, with a copy to the Trusteedate that such Default has been fully cured, may permanently terminate the obligations of the Lenders to make Loans hereunder and declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Borrower and any Guarantor under the Loan Documents. Upon such In addition to the foregoing, following the occurrence of a declarationDefault and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, such principal upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be due promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and payable immediatelyassociated issuance costs and fees. If an Event Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 10 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default specified (other than any Default as described in Section 6.01(f) 7.7 or (g) 7.8 with respect to the Company occursBorrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so direct, the principal ofAdministrative Agent shall, premiumby notice to the Borrower, if any, rescind and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any annul such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsand/or termination.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(fclause (e) or (gf) hereof of Section 6.01 hereof, with respect to the Company) Company or any Subsidiary of the Company that is a Significant Subsidiary or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Securities of any series will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Securities of any series then outstanding occurs and is continuing, then, and in each and every such case, except for any series of Securities the principal of which shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of any such series then outstanding hereunder (each such series treated as a separate class) by notice in writing to the Company or the holders of at least 25% in principal amount of outstanding Notes by notice (and to the Company, with a copy to the TrusteeTrustee if given by Securityholders), may declare the entire principal of(or, if the Securities of any such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series established pursuant to Section 2.03) of all Securities of such series, and the interest accrued thereon, if any, and premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event The foregoing provision, however, is subject to the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of Default the principal as may be specified in the terms thereof established pursuant to Section 6.01(f2.03) of the Securities of any series (or (gof all the Securities, as the case may be) shall have been so declared or become due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained by the Trustee as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all overdue installments of interest or other payments with respect to coupons on all the Company occursSecurities of each such series (or of all the Securities, as the case may be) and the principal of, premium, if any, and interest on any and all Securities of each such series (or of all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e)Securities, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise which shall have become due otherwise than by such declaration and acceleration (with interest upon such overdue installments of interest or other payments with respect to principal and, to the extent that payment of such Event interest is enforceable under applicable law, on overdue installments of interest or other payments with respect to coupons on all Securities of each series, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of each such series to the date of such payment or deposit) and such amount as shall be sufficient to cover all amounts owing the Trustee under Section 7.07, and if any and all Events of Default or (z) under the default that is Indenture, other than the basis for such Event non-payment of Default has the principal of Securities which shall have become due by acceleration, shall have been cured, it being understood waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of all the then outstanding Securities of all such series that in have been accelerated (voting as a single class), by written notice to the Company and to the Trustee, may waive all Defaults with respect to all such series (or with respect to all the Securities, as the case may be) and rescind and annul such declaration and its consequences, but no event such waiver or rescission and annulment shall an acceleration extend to or shall affect any subsequent Default or shall impair any right consequent thereon. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared or become due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the Notes principal thereof as described above shall be annulleddue and payable as a result of such acceleration, waived and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest or rescinded upon the happening premium, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of any such eventsOriginal Issue Discount Securities.

Acceleration. If an Event any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of Default CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an Event SPC), the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank or any Lender. If any other Default specified in Section 6.01(f) or (g) hereof occurs with respect to a Borrower or, in the Company) occurs and is continuingcase of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Trustee by notice to the Company Required Lenders (or the holders Agent with the consent of at least 25% in principal amount the Required Lenders) may terminate or suspend the obligations of outstanding Notes by notice the Lenders to make Loans and of the CompanyIssuing Banks to issue Letters of Credit hereunder to such Borrower, with a copy to the Trustee, may or declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes Obligations to be due and payable. Upon such a declaration, such principal and interest or both, whereupon the Obligations shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable payable, without presentment, demand, protest or notice of any declaration or other act on the part kind, all of which such Borrower hereby expressly waives. If, after acceleration of the Trustee maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any holders. The holders of a majority Default (other than any Default as described in principal amount of outstanding Notes may rescind any such acceleration Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the Notes and its consequences. In payment of the event of any Event of Default specified Obligations due shall have been obtained or entered, the Required Lenders (in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment defaulttheir sole discretion) shall be annulledso direct, waived and rescindedthe Agent shall, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for Borrower, rescind and annul such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsand/or termination.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) hereof of Section 6.01 hereof, with respect to the Company) , any Restricted Subsidiary of the Company that is a Significant 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 by notice to the Company or the holders Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event Such acceleration will not be effective until the earlier of Default specified in Section 6.01(f(1) the acceleration of Indebtedness under the Credit Facilities or (g2) with respect to five Business Days after receipt by the Company occursof written notice of such acceleration, at which time the principal ofprincipal, premium, if any, interest and interest any other monetary obligations on all the then outstanding Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holdersimmediately. The holders Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind any such acceleration with respect by written notice to the Notes Trustee may, on behalf of all of the Holders of all the Notes, rescind an acceleration and its consequencesconsequences under this Indenture, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest, if any, on the Notes that has become due solely because of the acceleration) have been cured or waived and the Company has paid all sums owing to the Trustee pursuant to Section 7.07 hereof. In the event of any Event of Default specified in Section 6.01(e)6.01(4) hereof, such Event of Default and all consequences thereof (excluding, however, excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the NotesHolders, if within 20 30 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.arose:

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (7) of Section 6.01(f) or (g) hereof with respect to the Company6.1) occurs and is continuing, the Trustee by notice to the Company Issuer, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company, with a copy to Issuer and the Trustee, may may, and the Trustee at the written request of such holders shall, declare the principal of, premium, if any, and accrued but and unpaid interest interest, if any, on all the Notes to be due and payable. Upon such a declaration, such principal principal, premium and accrued and unpaid interest shall will be due and payable immediately. If In the event of a declaration of acceleration of the Notes because an Event of Default specified described in clause (6) of Section 6.01(f6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or cured by the Issuer or a Restricted Subsidiary of the Issuer or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (a) the annulment of the acceleration of the 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, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If (i) an Event of Default described in clause (7) of Section 6.1 above occurs and is continuing or (gii) with respect pursuant to the Company occursterms of the Existing Intercreditor Agreement, any indebtedness that is a beneficiary of the Existing Intercreditor Agreement and which is secured on a prior basis to the Notes delivers an Enforcement Notice (as defined in the Existing Intercreditor Agreement) to the Trustee pursuant to the terms of the Existing Intercreditor Agreement, in each case, the principal of, premium, if any, and accrued and unpaid interest on all of the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of any Default (other than an Event of Default specified described in Section 6.01(f) 7.6 or (g) hereof 7.7 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee by notice obligations of the Lenders to make Loans and to participate in Facility Letters of Credit hereunder, and the Company obligation of the Issuer to issue Facility Letters of Credit hereunder, shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Agent, the Issuer or any Lender. If any other Default occurs, the Required Lenders (or the holders Agent with the consent of at least 25% the Required Lenders) (i) may terminate or suspend the obligations of the Lenders to make Loans and to purchase participation in principal amount Facility Letters of outstanding Notes by notice Credit hereunder, (ii) may terminate or suspend the obligations of the Issuer to the Companyissue Facility Letters of Credit hereunder, with a copy to the Trustee, may and/or (iii) declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes Obligations to be due and payable. Upon such a declaration, such principal and interest whereupon the Obligations shall be become immediately due and payable immediatelypayable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives. If an Event If, within 15 days after (x) acceleration of the maturity of the Obligations, (y) termination of the obligations of the Issuer to issue Facility Letters of Credit hereunder or (z) termination of the obligations of the Lenders to make Loans hereunder as a result of any Default specified (other than any Default as described in Section 6.01(f) 7.6 or (g) 7.7 with respect to the Company occursBorrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the principal ofRequired Lenders (in their sole discretion) shall so direct, premiumthe Agent shall, if anyby notice to the Borrower, rescind and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any annul such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsand/or termination.

Acceleration. If an Event of any Default (other than an Event of Default specified described in Section 6.01(f) 7.6 or (g) hereof 7.7 occurs with respect to the Company) occurs and is continuingBorrower, Guarantor or any of Borrower’s Subsidiaries, the Trustee by notice commitments of the Lenders to make, renew or convert Advances and to participate in Letters of Credit, and the obligation and power of the LC Issuer to issue Letters of Credit hereunder shall automatically terminate and the Obligations (including, without limitation, the obligation to deposit with the Administrative Agent a sum equal to the Company aggregate face amount of the outstanding Letters of Credit pursuant to Section 8.3 hereof) shall immediately become due and payable without any election or action on the part of the Administrative Agent, the LC Issuer or any Lender. If any other Default occurs, then upon the declaration of the Required Lenders or the holders Administrative Agent at the direction of at least 25% the Required Lenders, the obligations of the Lenders to make, renew or convert Advances and to participate in principal Letters of Credit, and the obligation and power of the LC Issuer to issue Letters of Credit under this Agreement shall terminate and the Obligations (including, without limitation, the obligation to deposit with the Administrative Agent a sum equal to the aggregate face amount of the outstanding Notes by notice Letters of Credit pursuant to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be Section 8.3 hereof) shall immediately become due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occursIn either event, the principal of, premium, if any, and interest on all the Notes will Obligations shall become immediately due and payable without presentment, demand, protest or notice of any declaration or other act on the part kind, all of which Borrower hereby expressly waives. If, within 30 days after acceleration of the Trustee maturity of the Obligations or termination of the obligations of the Lenders to make Loans and to participate in Letters of Credit and the obligation and power of the LC Issuer to issue Letters of Credit hereunder as a result of any holders. The holders of a majority Default (other than any Default as described in principal amount of outstanding Notes may rescind any such acceleration Section 7.6 or 7.7 with respect to Borrower, Guarantor or any of Borrower’s Subsidiaries) and before any judgment or decree for the Notes and its consequences. In payment of the event of any Event of Default specified Obligations due shall have been obtained or entered, the Required Lenders (in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment defaulttheir sole discretion) shall be annulledso direct, waived the Administrative Agent shall, by notice to Borrower, rescind and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after annul such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsand/or termination.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(fclause (11) or (g12) hereof of Section 6.01 (“Events of Default”) hereof, with respect to the CompanyCompany or any Restricted Subsidiary, as applicable, all outstanding Notes will become due and payable immediately in cash without further action or notice, and Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes or the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clause (11) or (12) above, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Company redeemed the Notes at its option at such time pursuant to Section 3.07 hereof, which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. If any other Event of Default occurs and is continuing, the Trustee by notice to the Company or the holders Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the outstanding Notes to be due and payable. Upon payable immediately in cash, and Holders of the Notes will be entitled, notwithstanding such a declarationacceleration, maturity of such principal and interest shall be due and payable immediately. If an Event Notes or the commencement of Default specified bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in Section 6.01(fclause (11) or (g12) with respect above, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the Company occurs, the principal of, premium, if any, and interest on payment of all amounts that would have been due upon redemption of the Notes will become immediately due and payable without any declaration or other act on if the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to Company redeemed the Notes and at its consequences. In option at such time pursuant to Section 3.07 hereof, which, for the event avoidance of any Event of Default specified in Section 6.01(e)doubt, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration 100% of the principal amount of Notes at such time plus the Notes Applicable Premium as described above be annulledof, waived or rescinded upon and accrued and unpaid interest, if any, to, such time, without prejudice to the happening rights of such Holders to receive any further accrued and unpaid interest from such eventsdate to the date of payment.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (7) or (g) hereof 8) of Section 6.01 that occurs with respect to the Parent Company, the Company or a Significant Subsidiary) occurs and is continuingcontinuing under this Indenture, the Trustee by notice to the Company or the holders Holders of at least 25% in aggregate principal amount of outstanding the Notes then outstanding, by written notice to the Company, with a copy Company (and to the TrusteeTrustee if such notice is given by the Holders), may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principal principal, premium, if any, and accrued interest shall be immediately due and payable immediatelypayable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Parent Company, the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (7) or (g) 8) of Section 6.01 above occurs with respect to the Parent Company, the Company occursor any Significant Subsidiary, the principal of, premium, if any, and accrued interest on all the Notes will then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders Holders of at least a majority in principal amount of the outstanding Notes Notes, by written notice to the Company and to the Trustee, may rescind any such acceleration waive all past Defaults with respect to the Notes and rescind and annul a declaration of acceleration and its consequencesconsequences if (1) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. In Promptly following any such rescission, the event of any Event of Default specified in Company shall pay to the Trustee all amounts owing to the Trustee under Section 6.01(e), 7.07 related to such Event of Default and acceleration, including all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or hereunder and the holders reasonable compensation, expenses and disbursements and advances of the NotesTrustee, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsits agents and counsel.

Acceleration. If an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Issuer or any Guarantor occurs, all outstanding Notes shall become due and payable without any further action or notice. If an Event of Default specified in clause (1) or (2) of Section 6.01 as to a particular series of Notes occurs, the Trustee or the Holders of at least 25% in aggregate principal amount then outstanding of such series of Notes, by written notice to the Issuer and the Trustee, may declare all amounts owing under such series of Notes to be due and payable. If any other Event of Default (other than an Event of Default specified in Section 6.01(fclause (7) or (g) hereof 8) of Section 6.01 with respect to the Company) occurs Issuer or any Guarantor), shall have occurred and is continuingbe continuing hereunder, the Trustee Trustee, by written notice to the Company Issuer, or the holders Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes by written notice to the Company, with a copy to Issuer and the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all amounts owing under the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event Upon any such declaration of Default specified in Section 6.01(f) or (g) with respect to the Company occursacceleration, the aggregate principal of, premium, if any, of and accrued and unpaid interest on all the outstanding Notes will (or the outstanding Notes of the relevant series) shall immediately become immediately due and payable without any declaration payable; provided, however, that after such acceleration, but before a judgment or other act decree based on acceleration, the part of the Trustee or any holders. The holders Holders of a majority in aggregate principal amount of the outstanding Notes may (or the outstanding Notes of the relevant series) may, in accordance with the terms of this Indenture, rescind any and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal and interest, have been cured or waived as provided in this Indenture. The Trustee shall, within 30 days after the occurrence of any Default with respect to the Notes and its consequences. In the event of any series, give the Holders of such Notes written notice of all uncured Defaults thereunder known to it; provided, however, that, except in the case of an Event of Default specified in payment with respect to the Notes of such series or a Default in complying with Section 6.01(e)5.01, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) the Trustee shall be annulled, waived protected in withholding such notice if and rescinded, automatically and without any action by so long as it in good faith determines that the Trustee or withholding of such notice is in the holders interest of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsHolders.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f7.01(f) or (gSection 7.01(g) hereof with respect to the Companyhereof) occurs and is continuing, the Trustee by notice to the Company and the Guarantor, or the holders Holders of at least not less than 25% in of the aggregate principal amount of the Securities then outstanding Notes by written notice to the Company, with a copy to the Guarantor and the Trustee, may declare the principal ofamount of the Securities, premiumtogether with accrued and unpaid interest thereon, if any, and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration, such principal and interest shall be immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(f7.01(f) or (gSection 7.01(g) with respect to the Company hereof occurs, the principal of, premium, if any, maturity of all outstanding Securities shall automatically be accelerated and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above Securities, together with accrued and unpaid interest thereon, if any, shall be annulledimmediately due and payable. The right of the Holders to give such acceleration notice shall terminate if the event giving rise to such right has been cured before such right is exercised. The Holders of a majority in aggregate principal amount of the outstanding Securities by written notice to the Company and the Guarantor may annul and rescind any declaration of acceleration if (a) all amounts then due with respect to the Securities are paid (other than amounts due solely because of such declaration), waived (b) all other defaults with respect to the Securities are cured and (c) the Company or rescinded upon the happening of Guarantor has deposited with the Trustee a sum sufficient to pay all amounts owed to the Trustee pursuant to Section 8.06 hereof. No such rescission shall affect any such eventssubsequent Default or impair any right consequent thereto.

Acceleration. If Notwithstanding the vesting schedules of the Initial Option and any Additional Options, upon an Acceleration Event (as defined below), the vesting schedule of Default (other than an Event of Default specified the Initial Option and any Additional Options shall be accelerated in Section 6.01(f) or (g) hereof full and the Initial Option and any Additional Options shall be immediately exercisable with respect to the Companyfull number of Initial Shares and Additional Shares, respectively. An “Acceleration Event” means, regardless of form thereof, consummation of (a) occurs and is continuing, the Trustee by notice to sale of all or substantially all of the assets of the Company Entities on a consolidated basis to an unrelated person or entity, (b) a merger, reorganization or consolidation in which the holders outstanding shares of at least 25% in principal amount of outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part capital stock of the Trustee Ultimate Corporate Parent are converted into or any holders. The holders exchanged for securities of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes successor entity and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the NotesUltimate Corporate Parent’s outstanding voting power immediately prior to such transaction do not own, in substantially the same proportions, a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, (c) the sale of all or a majority of the outstanding capital stock of the Ultimate Corporate Parent in a single transaction or series of related transactions to an unrelated person or entity, (d) any other transaction in which the owners of the Ultimate Corporate Parent’s outstanding voting power immediately prior to such transaction do not own, in substantially the same proportions, a majority of the outstanding voting power of the successor entity immediately upon completion of the transaction (the events described in clauses (a) through (d), a “Sale”) or (e) an IPO in connection with which (i) the Director ceases to serve as the Chairman of the Ultimate Corporate Parent Board (or, in the event that the Restructuring has not been completed, of the LLC Parent Board or its successor entity) and (ii) the Ultimate Corporate Parent (or the LLC Parent or its successor entity) does not offer to engage the Director as an advisor through the date that is four (4) full years after the Vesting Commencement Date on fair and reasonable terms and in a manner that, if within 20 days after Director were to accept such Event of Default arose offer, would result in the Company delivers an Officers’ Certificate Initial Option and any Additional Options continuing to vest following the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (Director ceasing to serve as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsChairman.

Acceleration. If an Event of Default (other than excluding an Event of Default specified in Section 6.01(f5.01(viii) or (gix) hereof with respect to the Company (but including an Event of Default specified in Section 5.01(viii) or (ix) hereof solely with respect to a Significant Subsidiary of the Company)) occurs and is continuing, the Trustee by notice to the Company or the holders of at least 25% in principal amount of outstanding Notes by written notice to the Company, with a copy or the Holders of at least twenty five percent (25%) in aggregate principal amount of the Securities then outstanding by written notice to the Company and the Trustee, may declare the Securities to be immediately due and payable in full. Upon such declaration, the principal of, premium, if any, and any accrued but and unpaid interest on on, all the Notes to be due and payable. Upon such a declaration, such principal and interest Securities shall be due and payable immediately. If an Event of Default specified in Section 6.01(f5.01(viii) or (gix) hereof with respect to the Company (excluding, for purposes of this sentence, an Event of Default specified in Section 5.01(viii) or (ix) hereof solely with respect to a Significant Subsidiary of the Company) occurs, the principal of, premiumand accrued and unpaid interest on, if any, and interest on all the Notes will Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders Holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the aggregate principal amount of the Notes as described above be annulledSecurities then outstanding by written notice to the Trustee may rescind or annul an acceleration and its consequences if (A) the rescission would not conflict with any order or decree, (B) all existing Events of Default, except the nonpayment of principal or interest that has become due solely because of the acceleration, have been cured or waived or rescinded upon and (C) all amounts due to the happening Trustee under Section 607 of any such eventsBase the Indenture have been paid.

Acceleration. If (a) Subject to Section 6.02(b), if applicable, if an Event of Default (other than excluding an Event of Default specified in Section 6.01(f6.01(h) or (gSection 6.01(i)) hereof with respect to the Company) occurs has occurred and is continuing, either the Trustee Trustee, by notice to the Company or the holders of at least 25% in principal amount of outstanding Notes by written notice to the Company, with a copy or the Holders of at least twenty five percent (25%) in aggregate principal amount of the Securities then outstanding, by written notice to the Company and the Trustee, may declare 100% of the principal of, premium, if any, and accrued but and unpaid interest on on, all the Notes Securities to be immediately due and payablepayable in full. Upon such a declaration, such the principal of, and any accrued and unpaid interest on, all Securities shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(h) or (gSection 6.01(i) with respect to the Company occurs, 100% of the principal of, premiumand accrued and unpaid interest on, if any, and interest on all the Notes will Securities shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Trustee may rescind or annul an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Events of Default, except the nonpayment of principal or interest that has become due solely because of the acceleration, have been cured or waived (or are waived concurrently with such rescission or annulment) and (iii) all amounts due to the Trustee under Section 7.06 have been paid. Upon any such rescission or annulment, the Events of Default that were the subject of such acceleration with respect shall cease to exist and deemed to have been cured for every purpose. Notwithstanding anything to the Notes and its consequences. In the event of contrary herein, no such rescission and/or annulment shall extend to or shall affect any Default or Event of Default specified in Section 6.01(e)resulting from (i) the nonpayment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, such Event of Default if applicable) of, or accrued and all consequences thereof (excluding, howeverunpaid interest on, any resulting payment defaultSecurities, (ii) shall be annulled, waived and rescinded, automatically and without a failure to repurchase any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged Securities when required or (yiii) the holders thereof have rescinded a failure to pay or waived the accelerationdeliver, notice or action (as the case may be) giving rise to such Event of Default or (z) , the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration consideration due upon conversion of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsSecurities.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (g) or (gh) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the holders Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Notes to be due and payable. Upon such payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a declaration“notice of acceleration” (the “Acceleration Notice”), such principal and interest the same (i) shall be become immediately due and payable immediatelyor (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 five 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. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 hereof occurs and is continuing with respect to the Company occursCompany, the then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of outstanding the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any such acceleration with respect judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the Notes extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its consequences. In reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances (including reasonable fees and expenses of its counsel and agents), and (v) in the event of any the cure or waiver of an Event of Default specified of the type described in clause (g) or (h) of Section 6.01(e)6.01 hereof, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers shall have received an Officers’ Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If In the case of an Event of Default (other than an Event of Default specified in arising under Section 6.01(f6.1(7) or (g) hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the holders of at least 25% in principal amount of outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurshereof, the principal of, premium, if any, accrued and interest unpaid interest, if any, and Additional Amounts, if any, on all the Notes shall become will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee (upon request of Holders of at least 25% in principal amount of the Notes then outstanding) shall by notice in writing to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes may by notice in writing to the Company and the Trustee, declare all Notes to be due and payable, and any such notice shall specify the respective Event of Default and that such notice is a “notice of acceleration” (the “Acceleration Notice”), and the principal of, premium, if any, accrued and unpaid interest, if any, and Additional Amounts, if any, on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequencespayable. In the event of any Event of Default specified in Section 6.01(e)6.1(5) relating to Indebtedness under securities, such Event of Default and all consequences thereof (excludingincluding, howeverwithout limitation, any acceleration or resulting payment default) shall be annulled, waived and rescinded, rescinded automatically and without any action by the Trustee or the holders of the NotesHolders, if within 20 30 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that arose, (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or discharged, (y) the holders thereof creditors on such Indebtedness have rescinded or waived the acceleration, notice or action (action, as the case may be) , giving rise to such Event of Default or (z) if the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (g) or (gh) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the holders Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Notes to be due and payable. Upon such payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a declaration“notice of acceleration”, such principal and interest the same shall be become immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 hereof occurs and is continuing with respect to the Company occursCompany, the then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of outstanding the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any such acceleration with respect judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the Notes extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its consequences. In reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances (including reasonable fees and expenses of its counsel and agents), and (v) in the event of any the cure or waiver of an Event of Default specified of the type described in clause (g) or (h) of Section 6.01(e)6.01 hereof, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers shall have received an Officers’ Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) hereof with respect to the CompanyIssuers) occurs and is continuing, the First Lien Trustee by notice to the Company Issuers or the holders of at least 25% in principal amount of outstanding Notes by notice to the Company, Issuers (with a copy to the First Lien Trustee, ) may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company Issuers occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the First Lien Trustee or any holders. In addition, upon the acceleration of the Notes in connection with an Event of Default under Section 6.01(a), (b), (f) or (g) prior to April 15, 2024, an amount equal to the Applicable Premium or optional redemption premium, as applicable, that would have been payable in connection with an optional redemption of the Notes at the time of the occurrence of such acceleration will become and be immediately due and payable with respect to all Notes without any declaration or other act on the part of the First Lien Trustee or any holders of the Notes and shall constitute part of the Notes Obligations in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. If the Applicable Premium or other premium becomes due and payable pursuant to the preceding sentence, the Applicable Premium or other premium, as applicable, shall be deemed to be principal of the Notes and interest shall accrue on the full principal amount of the Notes (including the Applicable Premium or such other premium) from and after the applicable triggering event. Any premium payable pursuant to the first sentence of this paragraph shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the Notes and the Issuers agree that it is reasonable under the circumstances currently existing. The premium set forth in the first sentence of this paragraph shall also be payable in the event the Notes or the Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any other means. THE ISSUERS EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREMIUM PROVIDED FOR IN THE FIRST SENTENCE OF THIS PARAGRAPH IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuers expressly agree (to the fullest extent it may lawfully do so) that: (A) the premium set forth in the first sentence of this paragraph is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between holders and the Issuers giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Issuers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuers expressly acknowledge that their agreement to pay the premium to holders pursuant to the first sentence of this paragraph is a material inducement to holders to acquire the Notes. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.if:

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (7) or (g8) of Section 6.01 hereof) hereof with respect to the Company) occurs shall have occurred and is continuingbe continuing under this Indenture, the Trustee by notice to the Company or the holders Holders of at least 25% in aggregate principal amount of outstanding the Notes then outstanding, by written notice to the Company, with a copy Operating Partnership (and to the TrusteeTrustee if such notice is given by the Holders), may may, and the Trustee at the written request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable immediatelypayable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 hereof shall have occurred and be continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 hereof shall be remedied or cured by the REIT, the relevant Issuer or the relevant Significant Subsidiary or waived by the Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(fclauses (7) or (g) with respect to the Company 8) of Section 6.01 hereof occurs, the principal of, premium, if any, and accrued interest on all the Notes will then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders Holders of at least a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect by written notice to the Notes Operating Partnership and to the Trustee, may waive any existing Default (except a Default in the payment of principal of, premium, if any, on, or interest on, the Notes) and rescind and annul a declaration of acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.if:

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (g) or (gh) hereof of Section 6.01 that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee by notice to the Company or the holders Holders of at least 25% in aggregate principal amount at maturity of outstanding the Notes then outstanding, by written notice to the Company, with a copy Company (and to the TrusteeTrustee if such notice is given by the Holders), may may, and the Trustee at the request of such Holders shall, declare the principal Accreted Value, of, premium, if any, and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principal Accreted Value of premium, if any, and accrued interest shall be immediately due and payable immediatelypayable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 occurs with respect to the Company occursCompany, the principal of, Accreted Value of premium, if any, and accrued interest on all the Notes will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders Holders of at least a majority in principal amount at maturity of the outstanding Notes may rescind any such acceleration with respect Notes, by written notice to the Notes Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences. In consequences if (i) all existing Events of Default, other than the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration nonpayment of the principal amount of of, premium, if any, and interest on the Notes as described above be annulledthat have become due solely by such declaration of acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or rescinded upon the happening decree of any such eventsa court of competent jurisdiction.

Acceleration. If an In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(f6.01(h) or (g) hereof with respect to the Company) occurs and is continuingSection 6.01(i)), either the Trustee by notice in writing to the Company Company, or the holders Holders of at least 25% in aggregate principal amount of outstanding the Notes then outstanding, by notice in writing to the CompanyCompany (and to the Trustee if given by the Holders), with a copy to may, and the Trustee, may at the written request of such Holders, shall declare 100% of the principal of, premiumand accrued and unpaid interest, if any, and accrued but unpaid interest on on, all the Notes to be due and payable. Upon payable immediately, and upon any such a declaration, such principal declaration the same shall become and interest shall be immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(f6.01(h) or (gSection 6.01(i) with respect to the Company occursoccurs and is continuing, 100% of the principal of, premiumand accrued and unpaid interest, if any, and interest on on, all the Notes will become shall automatically be immediately due and payable without payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any declaration or other act on time after the part principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any holders. The holders and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of outstanding the Notes then outstanding, by written notice to the Company and to the Trustee, may rescind any such acceleration waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences. In the event of consequences and such Default shall cease to exist, and any Event of Default specified in Section 6.01(e)arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price and all consequences thereof (excludingthe Fundamental Change Repurchase Price, howeverif applicable) of, or accrued and unpaid interest on, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate (ii) a failure to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged repurchase any Notes when required or (yiii) the holders thereof have rescinded a failure to pay or waived the accelerationdeliver, notice or action (as the case may be) giving rise to such Event of Default or (z) , the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration consideration due upon conversion of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsNotes.

Acceleration. If an Event of Default described in clause (a) or (b) of Section 9.1 hereof shall occur and be continuing with respect to any Note, the holder of such Note may by notice in writing to the Company declare the entire unpaid principal balance of such Note and all interest and Yield-Maintenance Premium, if any, accrued and unpaid thereon to be, and such amount shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other than notice of any kind, all of which are hereby expressly waived, and, to the extent permitted by law, such holder may proceed to institute suit for the enforcement of the payment of principal and interest and Yield-Maintenance Premium, if any, on such Note. If an Event of Default, including without limitation, an Event of Default specified described in Section 6.01(fclause (a) or (gb) hereof with respect to of Section 9.1 hereof, shall occur and be continuing (unless there shall have occurred an Event of Default under Section 9.1(i) hereof, in which case the Company) occurs unpaid principal balance of all Notes and is continuingall interest and Yield-Maintenance Premium, the Trustee by notice to the Company or if any, accrued and unpaid thereon shall automatically become due and payable), the holders of at least 25% in principal amount of outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulledat the time outstanding may, waived by notice in writing to the Company, declare the entire unpaid principal balance of the Notes and all interest and Yield-Maintenance Premium, if any, accrued and unpaid thereon to be, and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or rescinded upon the happening other notice of any kind, all of which are hereby expressly waived. The Company will forthwith pay to the holder or holders of all the Notes at the time outstanding the entire unpaid principal balance of and interest and Yield-Maintenance Premium, if any, accrued on the Notes. In addition, subject to the provisions of the Security Agreement, following an Event of Default each Noteholder may proceed to protect and enforce such eventsholder's rights by suit in equity, action at law and/or other appropriate proceeding for specific performance of, or for an injunction against violation of, any covenant or provision contained in the Notes or herein or in aid of the exercise of any power granted in the Notes or herein. Each of the Noteholders shall following an Event of Default have all of the rights of a Secured Party; provided, however, that no Noteholder shall have any right to enforce directly any of the rights or the security interests granted by the Security Agreement or the Control Agreement or to require the Collateral Agent to take or refrain from taking any action under the Security Agreement or the Control Agreement.

Acceleration. If an Event of Default (other than an Event of Default specified in arising under Section 6.01(f6.01(6) or (g7) hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company Company, or the holders Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may by written notice to the CompanyCompany and the Trustee declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued and unpaid interest to the date of acceleration and (i) such amounts shall become immediately due and payable or (ii) if there are any amounts outstanding under or in respect of the Senior Credit Facility, with such amounts shall become due and payable upon the first to occur of an acceleration under or in respect of the Senior Credit Facility or five Business Days after receipt by the Company and the Representative of notice of the acceleration of the Notes; provided, however, that after such acceleration but before a copy to judgement or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes may declare rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the principal ofnonpayment of accelerated principal, premium, if any, and accrued but unpaid or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on all overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) if the Notes to be due and payablerescission would not conflict with any judgment or decree. Upon No such a declaration, such principal and interest rescission shall be due and payable immediatelyaffect any subsequent Default or impair any right consequent thereto. If In case an Event of Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Company occurs, the principal ofsuch principal, premium, if any, and interest on amount with respect to all of the Notes will become immediately shall be due and payable immediately without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders Holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If Upon the occurrence of an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) hereof with respect to the Company) occurs and is continuing, the Trustee by notice to may, and upon the Company or written request of the holders of at least not less than 25% in aggregate principal amount of Bonds then outstanding Notes shall, by notice in writing delivered to the Issuer and the Company, with a copy to the Trustee, may declare the principal ofof all Bonds then outstanding and the interest accrued thereon immediately due and payable; and such principal and interest shall thereupon become and be immediately due and payable. If after the principal of the Bonds and the accrued interest thereon have been so declared to be due and payable, all arrears of interest and interest on overdue installments of interest (if lawful) and the principal and premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest Bonds then outstanding which shall be have become due and payable immediately. If an Event of Default specified in Section 6.01(f) otherwise than by acceleration and all other sums payable under this Indenture or (g) with respect to upon the Company occursBonds, except the principal of, premiumand interest on, if anythe Bonds which by such declaration shall have become due and payable, are paid by the Issuer, and interest on the Issuer also performs all other things in respect of which it may have been in default hereunder and pays the Notes will become immediately due and payable without any declaration or other act on the part reasonable charges of the Trustee, the Bondholders and any trustee appointed under law, including the Trustee's reasonable attorneys' fees, then, and in every such case, the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any shall annul such acceleration with respect to the Notes declaration and its consequences. In the event of any Event of Default specified in Section 6.01(e), and such Event of Default and all consequences thereof (excluding, however, any resulting payment default) annulment shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the binding upon all holders of the Notes, if within 20 days after Bonds issued hereunder; but no such Event of Default arose the Company delivers an Officers’ Certificate annulment shall extend to the or affect any subsequent default or impair any right or remedy consequent thereon. The Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening forward a copy of any such eventsannulment notice pursuant to this paragraph to the Issuer and the Company.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (5) of the first paragraph of Section 6.01(f) or (g) hereof 6.01 with respect to the Company) occurs shall occur and is be continuing, the Trustee by notice to the Company or the holders Holders of at least 25% in aggregate principal amount of outstanding Notes by notice to may, and the CompanyTrustee at the request of such Holders shall, with a copy to the Trustee, may declare the principal of, premium, if any, of and accrued but and unpaid interest on all the outstanding Notes to be due and payable. Upon payable by notice in writing to the Company and (if the notice is given by Holders) to the Trustee specifying the Event of Default and that it is a “notice of acceleration,” and, upon such a declaration, such principal and accrued and unpaid interest shall be become immediately due and payable immediatelypayable. If an Event of Default specified in clause (5) of the first paragraph of Section 6.01(f) or (g) 6.01 with respect to the Company occursoccurs and is continuing, the then all principal of, premiumand accrued and unpaid interest on, if any, all of the outstanding Notes shall ipso facto become and interest on all the Notes will become be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. A notice of Default may not be given by the Trustee with respect to any action taken and reported publicly or to Holders more than two years prior to such notice of Default. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Company and the Trustee that such Holder is not (or, in the case such Holder is the Depositary or its nominee, that such Holder is being instructed solely by beneficial owners of the Notes that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default Direction”) shall be deemed a continuing representation until the Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Directing Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is Depositary or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner or owners, as the case may be, of interests in the applicable Global Notes in lieu of the Depositary or its nominee and the Depositary shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officers’ Certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the running of the cure period with respect to each applicable Default or Event of Default shall be automatically stayed and the full original cure period with respect to each such Default and Event of Default shall be automatically reinstituted and any remedy shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the running of the cure period with respect to each applicable Default or Event of Default shall be automatically stayed and the full original cure period with respect to each such Default and Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that each applicable Default or Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of any such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default described in clause (5) of the first paragraph of Section 6.01 shall not require compliance with the preceding two paragraphs. The holders Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture that is accompanied by the required Position Representations, and shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officers’ Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Company, any holder or any other Person in acting in good faith on a Noteholder Direction that is accompanied by the required Position Representations or on an Officers’ Certificate from the Company, in either case, pursuant to which the Trustee refrains from taking any action or stays any remedy in good faith with respect thereto or in reliance thereon. At any time after any acceleration of the Notes in accordance with the preceding provisions of this Section 6.02, the Holders of a majority in aggregate principal amount of the outstanding Notes by notice to the Trustee and the Company may rescind and cancel any such acceleration and its consequences if (i) the rescission would not conflict with respect any judgment or decree of a court of competent jurisdiction, (ii) all existing Events of Default, other than nonpayment of principal of or interest on the Notes that have become due solely because of the acceleration, have been cured or waived, (iii) to the Notes extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, in each case which have become due otherwise than by such acceleration, at the per annum rate specified in the last paragraph of Section 4.01, has been paid; and (iv) the Company has paid the Trustee its consequencesreasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances in connection with such acceleration and rescission. In the event of any acceleration of the Notes because an Event of Default specified in clause (4) of the first paragraph of Section 6.01(e)6.01 has occurred and is continuing, the acceleration of the Notes shall be automatically rescinded and cancelled if (a) within 60 days after such acceleration of the Notes as a result of such Event of Default, the aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness) of the Company or any Subsidiary of the Company as to which a Payment Default or an Acceleration shall have occurred and all consequences thereof (excluding, however, any resulting payment default) shall be annulledcontinuing shall be less than $190.0 million, waived and rescindedwhether as a result of any such Payment Default or Payment Defaults or Acceleration or Accelerations, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event , having been remedied or cured or waived by the holders of Default the relevant Indebtedness, the relevant Indebtedness having been repaid, redeemed, defeased or otherwise discharged, or otherwise, (zb) the default rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (c) all existing Events of Default, other than nonpayment of the principal of or interest on the Notes that is shall have become due solely because of the basis for such Event acceleration, have been cured or waived. No rescission of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived pursuant to this Section 6.02 shall affect any subsequent Default or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in clause (h) of Section 6.01(f) 6.01), unless the principal of all of the Notes shall have already become due and payable (or (g) hereof with respect to the Company) occurs and is continuingwaived), either the Trustee by notice to the Company or the holders of at least 25% in aggregate principal amount of outstanding the Notes then outstanding, determined in accordance with Section 8.04, by notice in writing to the Company, with a copy Company (and to the TrusteeTrustee if given by Noteholders), may declare 100% of the principal of, premium, if any, of and accrued but and unpaid interest on all the Notes to be due and payable. Upon payable immediately, and upon any such a declaration, such principal declaration the same shall become and interest shall automatically be immediately due and payable immediatelypayable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in clause (h) of Section 6.01(f) or (g) with respect to the Company occurs6.01 occurs and is continuing, the principal ofof all the Notes and accrued and unpaid interest shall be immediately due and payable. Any acceleration pursuant to this Section 6.02, premiumhowever, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Paying Agent a sum sufficient to pay installments of accrued and unpaid interest, if any, upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on all overdue installments of accrued and unpaid interest, if any (to the Notes will become immediately extent that payment of such interest is enforceable under applicable law), and on such principal at the rate provided in the Notes) and amounts due and payable without any declaration or other act on the part of to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any holders. The and all Events of Defaults under this Indenture, other than the nonpayment of principal of and accrued and unpaid interest on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case the holders of a majority in aggregate principal amount of outstanding the Notes then outstanding, by written notice to the Company and to the Trustee, may rescind any such acceleration waive all Defaults or Events of Default with respect to the Notes (other than a Default or an Event of Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver the Cash Settlement Amount due upon conversion) and rescind and annul such declaration and its consequences. In consequences and such Default (other than a Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to pay the event of Cash Settlement Amount due upon conversion) shall cease to exist, and any Event of Default specified in Section 6.01(e), such Event of arising therefrom (other than a Default and all consequences thereof (excluding, however, resulting from a failure to repurchase any resulting payment defaultNotes when required upon a Fundamental Change or a failure to pay the Cash Settlement Amount due upon conversion) shall be annulled, waived deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and rescinded, automatically and without annulment shall extend to or shall affect any action by the Trustee subsequent Default or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness Default, or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereon.

Acceleration. If an Event of Default (other than an Event ------------ of Default specified in Section 6.01(fclause (g) or (gh) hereof of Section 6.01 that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee by notice to the Company or the holders Holders of at least 25% in aggregate principal amount of outstanding the Notes then outstanding, by written notice to the Company, with a copy Company (and to the TrusteeTrustee if such notice is given by the Holders), may may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principal principal, premium, if any, and accrued interest shall be immediately due and payable immediatelypayable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 occurs with respect to the Company occursCompany, the principal of, premium, if any, and accrued interest on all the Notes will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders Holders of at least a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect Notes, by written notice to the Notes Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences. In consequences if (i) all existing Events of Default, other than the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration nonpayment of the principal amount of of, premium, if any, and interest on the Notes as described above be annulledthat have become due solely by such declaration of acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or rescinded upon the happening decree of any such eventsa court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) hereof That the entire principal sum together with respect to the Company) occurs all accrued and is continuing, the Trustee by notice to the Company or the holders of at least 25% in principal amount of outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due thereon and payable. Upon such a declaration, such principal and interest any additional sums which this Mortgage secures shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without at the option of the Mortgagee (a) if default be made in the due and punctual payment of the Note, or any declaration installment due in accordance with the terms thereof, either of principal or interest or in the payment of any other act sum required to be paid by Mortgagor or the maker of the Note as set forth in the Note or pursuant to the terms of any other loan document executed in connection with this Mortgage or the indebtedness secured hereby, and any such default continues after the expiration of any applicable grace or cure period; or (b) after default in the payment of any tax, water rate or assessment for five (5) days after notice and demand; or (c) after default either in assigning and delivering the policies of insurance herein described or referred to, or in reimbursing the Mortgagee for premiums paid on such insurance, as herein provided; or (d) after default upon request in furnishing a statement of the amount due on this Mortgage and whether any offsets or defenses exist against the Mortgage debt, as hereinafter provided; or (e) after default in the payment of any installment which may be then due or delinquent of any assessment for local improvement which may now or hereafter affect the Premises for five (5) days after notice and demand; or (f) upon the actual or threatened waste, removal or demolition of, or material alteration to or enlargement of, any part of the Trustee Premises, buildings, improvements or Equipment thereon, or construction of any new buildings or improvements thereon, except as permitted by Article 3; or (g) upon default in keeping in force the insurance required herein; or (h) upon assignment by the Mortgagor of the whole or any holderspart of the rents, income or profits arising from the Premises without the written consent of the Mortgagee; or (i) failure to remove any Federal or state tax lien on the Premises within thirty (30) days after notice and demand; or (j) after default in the observance or performance of any other covenants or agreements of the Mortgagor hereunder not providing for immediate acceleration, for thirty (30) days after notice and demand from Mortgagee; or (k) upon the election by the Mortgagee to accelerate the maturity of said principal sum pursuant to the provisions of the Note or of any other instrument which may be held by the Mortgagee as additional security for the Note; or (l) if Mortgagor is not paying its debts as such debts become due, becomes insolvent, files or has filed against it a petition under any chapter of the U.S. Bankruptcy Code, 11 U.S.C. Section 101 et seq. The holders or any similar petition under any insolvency law of any jurisdiction ( and in the case of a majority in principal amount petition filed against it, such petition is not dismissed within 30 days), promises any dissolution, liquidation, composition, financial reorganization or recapitalization with creditors, makes an assignment or trust mortgage for the benefit of outstanding Notes may rescind any such acceleration creditors or if a receiver, trustee, custodian or similar agent is appointed or takes possession with respect to the Notes and its consequences. In Premises; or (m) if any default shall occur under any other mortgage encumbering the event Premises or if any foreclosure of any Event mortgage or any lien of Default specified in Section 6.01(e), such Event any kind on the Premises or any part thereof should be commenced; or (n) any levy or sale upon execution or other proceedings of Default and all consequences thereof (excluding, however, any resulting payment default) nature shall occur whereby the Mortgagor shall be annulled, waived and rescinded, automatically and without any action by deprived of its title or right of possession to the Trustee Premises or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness Equipment or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventspart thereof.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(7) or (g) hereof with respect to the Company) occurs and is continuing, the Trustee, in the event a Responsible Officer of the Trustee has actual knowledge of such Event of Default, by notice in writing to the Company Company, or the holders Holders of at least 25% in aggregate principal amount of outstanding the Notes (including any Additional Notes) then Outstanding by notice in writing to the Company, with a copy to Company and the Trustee, may declare the principal of, premium, if any, and accrued but and unpaid interest interest, if any, on all the Notes Outstanding to be immediately due and payable, which notice shall specify the Event of Default and that it is a “notice of acceleration”. Upon such a declaration, such principal and interest accelerated amount shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g6.01(7) with respect to the Company occursoccurs and is continuing, the unpaid principal of, premium, if any, and interest accrued and unpaid interest, if any, on all the Notes will Outstanding shall, automatically and without any action by the Trustee or any Holder, become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to Notwithstanding the Notes and its consequences. In the event of any foregoing, if an Event of Default specified in Section 6.01(e)6.01(5) shall have occurred and be continuing, such Event of Default and all consequences thereof (excluding, however, any acceleration resulting payment default) therefrom shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, rescinded if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (xi) the Indebtedness or guarantee that is the basis for subject of such Event of Default has been discharged repaid, or (yii) the default relating to such Indebtedness has been waived or cured and, if such Indebtedness has been accelerated, the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to their declaration of acceleration in respect of such Event Indebtedness. The Holders of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that a majority in no event shall an acceleration of the aggregate principal amount of the Notes as described above be annulled, waived or rescinded upon at the happening time Outstanding by notice to the Trustee and the Company and without notice to any other Holder may rescind and cancel such declaration of any such events.acceleration and its consequences:

Acceleration. If an Event of Default (other than an Event of Default specified described in Section 6.01(fclause (6) or (g7) hereof with respect to the Companyof Section 6.01 hereof) occurs shall have occurred and is be continuing, then the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding by written notice to the Company (and to the Trustee if given by the Holders) may declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued and unpaid interest to the date of acceleration and the same shall become immediately due and payable; PROVIDED that after such acceleration but before a judgment or decree based on acceleration is obtained by the holders Trustee, the Holders of at least 25% a majority in aggregate principal amount of outstanding Notes by notice to the Companymay, with a copy to the Trusteeunder certain circumstances, may declare the principal ofrescind and annul such acceleration if (i) all Events of Default, other than non-payment of principal, premium, if any, and accrued but unpaid or interest that has become due solely because of the acceleration, have been cured or waived as provided in this Indenture, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iii) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances including the reasonable fees and expenses of counsel and (iv) in the event of the cure or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01 hereof, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default described in clause (6) or (7) of Section 6.01 hereof, the principal, premium and interest amount with respect to all of the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsHolders.

Acceleration. (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 12 (other than an Event of Default specified described in Section 6.01(fclause (i) or of paragraph (g) hereof with respect to or described in clause (vi) of paragraph (g) by virtue of the Companyfact that such clause encompasses clause (i) occurs of paragraph (g)) has occurred, the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, the Trustee Required Holders, by notice to the Company or the holders of at least 25% in principal amount of outstanding Notes by notice to the Company, with a copy to the Trusteenotice, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration, such principal and interest shall be the Notes becoming due and payable immediately. If an Event of Default specified in under this Section 6.01(f) 13.1, whether automatically or (g) with respect to the Company occursby declaration, the principal of, premium, if any, and interest on all the Notes will become forthwith mature and the entire unpaid principal amount of the Notes, including any applicable premium, plus all accrued and unpaid interest thereon (including interest accrued thereon at the Default Rate), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived; provided, that for the avoidance of doubt, the amounts contemplated by 8.1(b) shall be payable without in each case whether or not any declaration payment, prepayment or other act on the part redemption of the Trustee or any holders. The holders of Notes is as a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event result of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, howeverDefault, any resulting payment default) shall be annulledvoluntary, waived and rescinded, automatically and without any action by the Trustee involuntary or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an automatic acceleration of the principal Notes and/or the exercise of remedies by any holder thereof after September 30, 2020; provided, further, such contemplated amount payable shall be presumed to be liquidated damages sustained by each holder of a Note as the result of the Notes as described above be annulled, waived or rescinded upon early payment and termination and the happening of any such eventsCompany agrees that it is reasonable under the circumstances. 13.2.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (g) or (gh) hereof of Section 6.01 that occurs with respect to the CompanyCompany or any Subsidiary Guarantor) occurs and is continuingcontinuing under this Indenture, the Trustee by notice to the Company or the holders Holders of at least 25% in aggregate principal amount of outstanding Notes the Notes, then outstanding, by written notice to the Company, with a copy Company (and to the TrusteeTrustee if such notice is given by the Holders), may may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable immediatelypayable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 occurs with respect to the Company occursCompany, the principal of, premium, if any, and accrued interest on all the Notes will then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders Holders of at least a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect by written notice to the Notes Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) all existing Events of Default, other than the Indebtedness nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or guarantee that is the basis for such Event of Default has been discharged or waived and (y) the holders thereof have rescinded rescission would not conflict with any judgment or waived the acceleration, notice or action (as the case may be) giving rise to such Event decree of Default or (z) the default that is the basis for such Event a court of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventscompetent jurisdiction.

Acceleration. If an any Event of Default (described in Section 10.10 hereof occurs, or the Borrower or the General Partner becomes Insolvent, the Revolving Commitments and obligation of the Lenders to make Borrowings and of any Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without presentment, demand, protest or other than an notice of any kind, all of which are hereby expressly waived by the Borrower. If any other Event of Default specified described in Section 6.01(f) or (g) Article X hereof with respect to the Company) occurs and is continuing, the Trustee Administrative Agent, with the consent of the Required Lenders, may, and at the request of the Required Lenders shall, by notice to the Company Borrower, take either or both of the holders of following actions, at least 25% in principal amount of outstanding Notes by notice to the Companysame or different times: (i) terminate the Revolving Commitments, with a copy to and thereupon the TrusteeRevolving Commitments shall terminate immediately, may and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal of, premium, if any, not so declared to be due and accrued but unpaid interest on all the Notes payable may thereafter be declared to be due and payable. Upon such a declaration), such and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder, shall be become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. If In addition to the foregoing, following the occurrence of an Event of Default specified and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in Section 6.01(f) the Letter of Credit Collateral Account cash in an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or (g) other notice of any kind, upon the occurrence of any Default with respect to the Company occursBorrower described in Section 10.10. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the principal ofexclusive right of withdrawal, premiumover such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, and interest on all such investments shall accumulate in such account. Moneys in such account shall be applied by the Notes will become immediately due and payable without any declaration or other act on Administrative Agent to reimburse the part applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Trustee or any holdersReimbursement Obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing at least 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. The holders If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a majority in principal Default, such amount of outstanding Notes may rescind any such acceleration with respect (to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment defaultextent not applied as aforesaid) shall be annulledreturned to the Borrower within three (3) Business Days after all Defaults have been cured or waived. The Borrower shall have no control over funds in the Letter of Credit Collateral Account, waived and rescinded, automatically and without any action which funds shall be invested by the Trustee Administrative Agent from time to time in its discretion in certificates of deposit of Xxxxx having a maturity not exceeding thirty (30) days. Such funds shall be promptly applied by the Administrative Agent to reimburse the applicable Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and to pay any fees or the holders of the Notesother amounts due with respect thereto. Such funds, if within 20 days after such Event any, remaining in the Letter of Default arose Credit Collateral Account following the Company delivers an Officers’ Certificate payment of all Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsBorrower.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (g) or (gh) hereof with respect to the Companyof Section 6.1) occurs and is continuing, then and in every such case the Trustee by notice to the Company or the holders Holders of at least not less than 25% in of the outstanding aggregate principal amount at Stated Maturity of outstanding Notes by notice to the Company, with a copy to the TrusteeNotes, may declare the principal amount at Stated Maturity of, premium, if any, and any accrued but and unpaid interest (and Special Interest, if any) on all such Notes then outstanding to be immediately due and payable by a notice in writing to the Company (and to the Trustee if given by Holders of such Notes), and upon any such declaration all amounts payable in respect of the Notes to will become and be immediately due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an any Event of Default specified in Section 6.01(fclause (g) or (gh) with respect to the Company of Section 6.1 occurs, the principal amount at Stated Maturity of, premium, if any, and any accrued and unpaid interest on all (including Special Interest, if any) on, the Notes will then outstanding shall become immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder of such Notes. The In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.1 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.1 shall be remedied or cured or waived by the holders of the relevant Indebtedness within 30 days after such event of default; provided that no judgment or decree for the payment of the money due on the Notes has been obtained by the Trustee as provided in this Indenture. After any such acceleration, but before a judgment or decree based on acceleration, Holders of a majority in principal amount at Stated Maturity of the outstanding Notes by notice to the Company and the Trustee may rescind any such an acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.if:

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(e) or (gf) hereof with respect to the CompanyIssuer) occurs and is continuing, the Trustee by notice to the Company or the holders Holders of at least 25% in principal amount at maturity of outstanding Notes by notice to the Company, with a copy to the TrusteeIssuer and Holdings, may declare the principal Accreted Value of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal Accreted Value, premium, if any, and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Company Issuer occurs, the principal Accreted Value of, premium, if any, and interest on all the Notes will shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolders. The holders Holders of a majority in principal amount at maturity of outstanding Notes by notice to the Trustee may rescind any such an acceleration with respect to the Notes and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(e6.01(d), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders Holders of the Notes, if within 20 days after such Event of Default arose the Company Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount Accreted Value of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If In the event of the occurrence of any one or more Events of Default which are defined in paragraph 13 of Section I of this Agreement, and if any such Event of Default shall be continuing, any of the Banks may, after compliance with the provisions of paragraph 2 of Section X of this Agreement, declare the entire principal amount of all Senior Debt of Pioneer owing to the declaring Bank, together with interest accrued thereon, to be immediately due and payable to the declaring Bank. Upon the declaration of any of the Banks of the occurrence of as Event of Default, after the declaring Bank has complied with the terms of paragraph 2 of Section X hereof, the Agent Bank shall have the right, on behalf of all the Banks, to possession of all notes payable to all Subsidiaries of Pioneer by their respective customers and the right to direct that all proceeds of such notes be paid directly to an account designated by and subject to the exclusive control of the Banks at the Agent Bank and (ii) have access to and use of, all computer hardware and software and related records, instructions and manuals used by Pioneer or any of its Subsidiaries in connection with the documenting, evidencing, listing, reporting and collecting of all notes receivable of all Subsidiaries of Pioneer and an irrevocable Power of Attorney therefor is hereby granted to the Agent Bank. Upon the declaration of the occurrence of an Event of Default (other than by any of the Banks, the declaring Bank may proceed to enforce payment of all indebtedness of Pioneer to it under this Agreement or otherwise and it may exercise any and all rights and remedies afforded to it by the Uniform Commercial Code of Missouri or otherwise possessed by it. Any Bank declaring Pioneer to be in default hereunder because of the occurrence of an Event of Default specified in shall, after compliance with the notice requirements of paragraph 2(a) of Section 6.01(f) or (g) hereof with respect X of this Agreement, give written notice of such declaration of default to the Company) occurs and is continuing, the Trustee by notice to the Company or the holders of at least 25% in principal amount of outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsBanks which are parties hereto.

Acceleration. If an any Event of Default described in clause (other than an Event of Default specified in Section 6.01(fa), (b) or (ge) of Section 10.1 hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the holders of at least 25% in principal amount of outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if anymay, and accrued but unpaid interest on all upon the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part request of the Trustee or any holders. The holders owners of a majority in principal amount of all Bonds then outstanding Notes may rescind any such acceleration with respect shall, by notice in writing to the Notes Issuer and its consequencesthe Company, declare the principal of all Bonds then outstand-ing to be immediately due and payable; and upon such declaration the principal of all of the Bonds, together with interest accrued thereon to the date of acceleration, shall become due and payable immediately at the place of payment provided therein, anything in the Indenture or in the Bonds to the contrary notwith-standing. In Immediately after any acceleration hereunder, the event Trustee, to the extent it has not already done so, shall notify in writing the Issuer and the Company of the occur-rence of such acceleration. Upon the occurrence of any acceleration hereunder, the Trustee shall immediately declare all payments under the Loan Agreement pursuant to Section 5.2 thereof to be due and payable immediately. Upon the occurrence and continuance of an Event of Default specified under Section 10.1(c) hereof, and further upon the condition that, in Section 6.01(e)accordance with the terms of the Company Mortgage, such Event the Collateral Trust Mortgage Bonds shall have become immediately due and payable pursuant to any provision of Default the Company Mortgage, the Bonds shall, without further action, become and all consequences thereof (excludingbe immediately due and payable, howeveranything in this Indenture or in the Bonds to the contrary notwithstanding, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate shall give notice thereof in writing to the Trustee stating that (x) Issuer and the Indebtedness or guarantee that is Company, and notice to Bondholders in the basis for such Event same manner as a notice of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsredemption under Section 3.2 hereof.

Acceleration. If an In case one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(f6.01(h) or (gSection 6.01(i) hereof with respect to the Company) occurs and is continuing), either the Trustee by notice in writing to the Company Company, or the holders Holders of at least 25% in aggregate principal amount of outstanding the Notes then outstanding, by notice in writing to the Company, with a copy to Company and the Trustee, may declare 100% of the principal of, premiumand accrued and unpaid interest, if any, and accrued but unpaid interest on on, all the Notes to be due and payable. Upon payable immediately, and upon any such a declaration, such principal declaration the same shall become and interest shall be immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(f6.01(h) or (gSection 6.01(i) with respect to the Company occursoccurs and is continuing, 100% of the principal of, premiumand accrued and unpaid interest, if any, on, all Notes shall become and interest on all the Notes will become shall automatically be immediately due and payable without payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any declaration or other act on time after the part principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any holders. The holders and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of outstanding the Notes then outstanding, by written notice to the Company and to the Trustee, may rescind any such acceleration waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences. In the event of consequences and such Default shall cease to exist, and any Event of Default specified in Section 6.01(e)arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and all consequences thereof (excluding, howeverunpaid interest on, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate (ii) a failure to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged repurchase any Notes when required or (yiii) the holders thereof have rescinded a failure to pay or waived the accelerationdeliver, notice or action (as the case may be) giving rise to such Event of Default or (z) , the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration consideration due upon conversion of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such eventsNotes.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) hereof with respect to the Companyof Section 8.01(a)) occurs and is continuing, the Trustee by notice continuing with respect to the Company or the holders Guarantor, the Trustee may, by notice to the Company, and shall upon the written direction of the Holders of at least 25% in aggregate principal amount of the Securities then outstanding, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes may, by notice to the Company, with a copy to Company and the Trustee, may declare the principal of, premiumamount and accrued and unpaid interest, if any, and accrued but and unpaid interest Additional Interest, if any, through the date of declaration on all the Notes Securities to be immediately due and payable. Upon such a declaration, such principal amount and interest such accrued and unpaid interest, if any, and such accrued and unpaid Additional Interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f8.01(a)(6) or (g7) with occurs in respect to of the Company occursor the Guarantor or any of the Guarantor’s Subsidiaries and is continuing, the principal of, premiumamount and accrued but unpaid interest, if any, and interest accrued and unpaid Additional Interest, if any, on all the Notes will Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolders of Securities. The holders Holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the aggregate principal amount of the Notes as described above be annulledSecurities then outstanding by notice to the Trustee may rescind an acceleration and its consequences if (a) all existing Events of Default, waived other than the nonpayment of the principal of the Securities which have become due solely by such declaration of acceleration, have been cured or rescinded upon waived; (b) to the happening extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.07 have been made. No such eventsrescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f5.01(g) or (g5.01(h) hereof with respect to the Companyabove) occurs and is continuing, the Trustee by notice to the Company Company, or the holders Holders of at least 25% in outstanding principal amount of the outstanding Notes Securities by notice to the Company, with a copy to Company and the Trustee, may may, and the Trustee at the request of such Holders shall, declare the principal of, premiumof and accrued and unpaid interest, if any, and accrued but unpaid interest Additional Interest, if any, on all the Notes Securities to be due and payable. Upon such a declaration, such principal and accrued and unpaid interest and Additional Interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f5.01(g) or (g5.01(h) with respect to the Company occursabove occurs and is continuing, the principal of, premiumof and accrued and unpaid interest, if any, and interest Additional Interest, if any, on all the Notes will become Securities outstanding shall be immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any no further action by the Trustee or the holders of Holders. Notwithstanding anything herein to the Notescontrary, if within 20 days after such to the extent elected by the Company, the sole remedy for an Event of Default arose relating to the failure by the Company delivers to comply with the obligation set forth in Section 3.02(b) and for any failure to comply with §314(a)(1) of the TIA, will for the first 120 days after the occurrence of such an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) Default, consist exclusively of the holders thereof have rescinded or waived right for Holders to receive Additional Interest on the acceleration, notice or action (as the case may be) giving rise Securities equal to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration 0.25% per annum of the principal amount of the Notes Securities. If the Company so elects, such Additional Interest will be payable in the same manner and on the same dates as described above the stated interest payable on the Securities. The Additional Interest will accrue on all outstanding Securities from and including the date on which such Event of Default first occurs to but not including the 120th day thereafter (or such earlier date on which such Event of Default shall have been cured or waived). On such 120th day after such Event of Default (if the Event of Default relating to such obligation is not cured or waived prior to such 120th day), such Additional Interest will cease to accrue and the Securities will be annulled, waived or rescinded upon subject to acceleration as provided above. The provisions of this paragraph will not affect the happening rights of Holders in the event of the occurrence of any other Event of Default. In the event the Company does not elect to pay the Additional Interest upon such eventsEvent of Default in accordance with this paragraph, the Securities will be subject to acceleration as provided above. In order to elect to pay the Additional Interest as the sole remedy during the first 120 days after the occurrence of an Event of Default relating to the failure by the Company to comply with the obligation set forth in Section 3.02(b) or any failure to comply with §314(a)(1) of the TIA in accordance with the immediately preceding paragraph, the Company must notify all Holders, the Trustee and the Paying Agent of such election by delivering to the Trustee an Officers’ Certificate pursuant to Section 3.09 on or before the close of business on the date on which such Event of Default first occurs. Upon the Company’s failure to deliver such Officers’ Certificate or pay the Additional Interest specified in the immediately preceding paragraph, the Securities will be subject immediately to acceleration as provided above.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the holders Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such payable immediately; PROVIDED, HOWEVER, that if any Indebtedness or Obligation is outstanding pursuant to the Credit Facility, upon a declarationdeclaration of acceleration by the Holders of the Notes or the Trustee, such all principal and interest under this Indenture shall be due and payable immediatelyupon the earlier of (x) the day which is five Business Days after the provision to the Company, the Credit Agent and the Trustee of such written notice of acceleration or (y) the date of acceleration of any Indebtedness under the Credit Facility; and PROVIDED, FURTHER, that in the event of an acceleration based upon an Event of Default set forth in clause (vi) of Section 6.01 hereof, such declaration of acceleration shall be automatically annulled if the holders of Indebtedness which is the subject of such acceleration have rescinded their declaration of acceleration in respect of such Indebtedness or such Payment Default shall have been cured or waived within 30 days thereof and no other Event of Default has occurred during such 30-day period which has not been cured, paid or waived. Notwithstanding the foregoing, in the case of an Event of Default as described in clause (viii) or (ix) of Section 6.01 hereof, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of Section 3.07(a) hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default specified in Section 6.01(foccurs prior to March 15, 2003 by reason of any willful action (or inaction) taken (or (gnot taken) by or on behalf of the Company with respect the intention of avoiding the prohibition on redemption of the Notes prior to March 15, 2003, then, to the Company occursextent permitted by law, the amount payable in respect of such Notes for purposes of this paragraph for each of the twelve-month periods beginning on March 15 of the years indicated below shall be set forth below, expressed as percentages of the principal ofamount that would otherwise be due but for the provisions of this sentence, premiumplus accrued and unpaid interest and Liquidated Damages, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event date of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.payment: YEAR PERCENTAGE 1998 109.875% 1999 108.888% 2000 107.900% 2001 106.913% 2002 105.925%

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (h), (i) or (gj)(B)(x) hereof above that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee by notice to the Company or the holders Holders of at least 25% in aggregate principal amount of outstanding the Notes then outstanding, by written notice to the Company, with a copy Company (and to the TrusteeTrustee if such notice is given by the Holders), may may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable immediatelypayable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Company or its Significant Subsidiary or waived by the holders of the Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (h), (i) or (gj)(B)(x) above occurs with respect to the Company occursCompany, the principal of, premium, if any, and accrued interest on all the Notes will then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. The holders Holders of at least a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect Notes, by written notice to the Notes Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences. In consequences if (i) all existing Events of Default, other than the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration nonpayment of the principal amount of of, premium, if any, and interest on the Notes as described above be annulledthat have become due solely by such declaration of acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or rescinded upon the happening decree of any such eventsa court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(8) or (g9) hereof above that occurs with respect to the CompanyCompany or any Significant Subsidiary) occurs and is continuingcontinuing under this Indenture, the Trustee by notice to the Company or the holders Holders of at least 25% in aggregate principal amount of outstanding the Notes then outstanding, by written notice to the Company, with a copy Issuers (and to the TrusteeTrustee if such notice is given by the Holders), may may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding will, declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principal of, premium, if any, and accrued interest will be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in Section 6.01(5) above has occurred and is continuing, such declaration of acceleration will be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to Section 6.01(5) shall be due and payable immediatelyremedied or cured by the Issuers or the relevant Significant Subsidiary or waived by the Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(f6.01(8) or (g9) above occurs with respect to the Company occursor any Significant Subsidiary, the principal of, premium, if any, and accrued interest on all the Notes then outstanding will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holdersHolder. Any notice of default, declaration of acceleration or instruction to the Trustee to provide a notice of default, declaration of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (other than a Regulated Bank) (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Issuers and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of default shall be deemed a continuing representation until the resulting default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuers with such other information as the Issuers may reasonably request from time to time in order to verify the accuracy of such Noteholder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers determine in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officers’ Certificate stating that the Issuers have initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers provide to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraphs. In addition, for the avoidance of doubt, the foregoing paragraphs shall not apply to any Holder that is a Regulated Bank. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officers’ Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The holders Trustee shall have no liability to the Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction. The Holders of at least a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect by written notice to the Notes Issuers and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged 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 or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.if: