Common use of Acceleration Clause in Contracts

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (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 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in clauses clause (h5) or (i) of the first paragraph of Section 6.01 hereof with respect to the Company) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may may, and the Trustee at the request of such Holders shall, declare the principal of and accrued and unpaid interest on all the outstanding Notes to be due and payable immediately by notice in writing to the Company and (if the notice is given by Holders) to the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration,” (the “Acceleration Notice”)and, upon such a declaration, such principal and the same accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in clauses clause (h5) or (i) of the first paragraph of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on on, all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 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 a declaration any acceleration of acceleration with respect to the Notes as described in accordance with the preceding paragraphprovisions 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 declaration with respect to the Notes acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except Default, other than nonpayment of principal of or interest on the Notes that has have become due solely because of the acceleration, have been cured or waived, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, in each case which has have become due otherwise than by such declaration acceleration, at the per annum rate specified in the last paragraph of accelerationSection 4.01, has been paid, ; and (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances in connection with such acceleration and (v) in rescission. In the event of acceleration of the cure or waiver of Notes because an Event of Default specified in clause (4) of the type described in clauses (h) or (i) first paragraph of Section 6.01 hereofhas occurred and is continuing, the Trustee acceleration of the Notes shall have received an Officers’ Certificate be automatically rescinded and an Opinion cancelled if (a) within 60 days after such acceleration of Counsel that 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 has or an Acceleration shall have occurred and shall be continuing shall be less than $190.0 million, whether as a result of any such Payment Default or Payment Defaults or Acceleration or Accelerations, 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) 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 such rescission of acceleration of the Notes pursuant to this Section 6.02 shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses (hSection 6.01(a)(vi) or (i) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee may, or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes by written notice to the Issuer (and to the Trustee if such notice is given by the Holders) may and the Trustee shall, if so directed by the Holders of at least 30% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(a)(iv) 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 Section 6.01(a)(iv) shall be remedied or cured, or waived by the Holders of the relevant indebtedness, or the indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction. (b) In the case of an Event of Default arising under Section 6.01(a)(vi), with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. (c) Holders of a majority in aggregate principal amount of the then outstanding Notes may declare direct the principal time, method and place of and accrued interest conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on all it. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other holders of the Notes to be due and payable immediately by notice in writing to the Company and (it being understood that the Trustee (if given by the does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders) specifying or that may involve the respective Trustee in personal liability. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default and if it determines that it withholding notice is in their interest, except a “notice Default or Event of acceleration” Default relating to the payment of principal, interest or Additional Amounts or premium, if any. (d) Subject to the “Acceleration Notice”)provisions of Article Seven, and the same shall become immediately due and payable. If in case an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and Trustee will be immediately due and payable without under no obligation to exercise any declaration or other act on the part of the Trustee rights or powers under this Indenture at the request or direction of any Holder. At any time after a declaration of acceleration with respect Holders unless such Holders have offered to the Notes as described in Trustee indemnity or security satisfactory to the preceding paragraphTrustee against any loss, liability or expense. (e) Within 30 days of the occurrence of any Default or Event of Default, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect Issuer is required to deliver to the Notes and its consequences (i) if the rescission would not conflict with any judgment Trustee a statement specifying such Default 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 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 the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 theretoDefault.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of of, and accrued interest on on, all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payablepayable or (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 clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on on, all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (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 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses clause (hf) or (ig) 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.

Acceleration. (a) If an Event of Default (other than an Event of Default as specified in clauses clause (h) 8) or clause (i9) of Section 6.01 hereof with respect to the Company) occurs shall occur and is continuingbe continuing with respect to this Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may may, and the Trustee at the request of such Holders shall, declare the all unpaid principal of of, premium, if any, and accrued interest on all the Notes to be due and payable immediately immediately, by a notice in writing to the Company (and to the Trustee (if given by the HoldersHolders of the Notes) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)upon any such declaration, such principal, premium, if any, and the same interest shall become immediately due and payablepayable immediately. If an Event of Default specified in clauses clause (h) 8) or clause (i9) of Section 6.01 hereof occurs and is continuingcontinuing with respect to the Company, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any HolderHolder of Notes. At any time after Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) After a declaration of acceleration with respect to acceleration, but before a judgment or decree for payment of the Notes as described in money due has been obtained by the preceding paragraphTrustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Notes Company and the Trustee, on behalf of the Holders of Notes, may rescind and cancel annul such declaration and its consequences if: (1) the Company has paid or deposited with respect the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes and its consequences (iD) if to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; and (ii3) if all existing Events of Default have been cured or waived except nonpayment Default, other than the non-payment of principal or of, premium, if any, and interest that has on the Notes which have 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 the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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. waived as provided in this Indenture. (c) No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon.

Acceleration. (a) If an Event of Default (other than an Event of Default as specified in clauses (hSections 6.01(g) or (ih)) of Section 6.01 hereof shall occur and be continuing with respect to the Company) occurs and is continuingthis Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may may, and the Trustee at the request of such Holders shall, declare the all unpaid principal of of, premium, if any, and accrued interest on all the Notes to be due and payable immediately immediately, by a notice in writing to the Company (and to the Trustee (if given by the HoldersHolders of the Notes) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)upon any such declaration, such principal, premium, if any, and the same interest shall become immediately due and payablepayable immediately. If an Event of Default specified in clauses Sections 6.01(g) or (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid the principal of, and premium, if any, and accrued and unpaid interest interest, if any, on all the outstanding Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after Holders. (b) After a declaration of acceleration with respect to the Notes as described in the preceding paragraphacceleration, the Holders of a majority in aggregate principal amount of Notes outstanding by notice to the Notes Company and the Trustee, on behalf of the Holders of Notes, may rescind and cancel annul such declaration with respect to the Notes and its consequences if: (i1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, and (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; and (ii3) if all existing Events of Default have been cured or waived except nonpayment Default, other than the non-payment of principal or of, premium, if any, and interest that has on the Notes which have 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 the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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. waived as provided in this Indenture. (c) No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon.

Acceleration. (a) If an Event of Default (other than an Event of Default specified with respect to the Company described in clauses paragraph (h) or (i) of Section 6.01 hereof with respect to the Company11 (other than an Event of Default described in clause (i) occurs and is continuing, the Trustee of paragraph (h) or the Holders described in clause (vi) of at least 25% in principal amount paragraph (h) by virtue of the then outstanding Notes may declare the principal fact that such clause encompasses clause (i) of and accrued interest on paragraph (h)) has occurred, all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same every Series then outstanding shall automatically become immediately due and payable. . (b) If an any other Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs has occurred and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration holder or other act on the part holders of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described more than 50% in the preceding paragraph, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may rescind at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and cancel such declaration payable. (c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing with respect to any Notes, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by such holder or holders to be immediately due and its consequences payable. Upon any Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) if all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the rescission would not conflict with any judgment or decree, Default Rate) and (ii) if all existing Events the Make-Whole Amount determined in respect of Default have been cured or waived except nonpayment of such principal or interest that has become due solely because of the acceleration, amount (iii) to the full extent permitted by applicable law), 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. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than a Make-Whole Amount 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 that the cure Notes are prepaid or waiver are accelerated as a result of an Event of Default Default, is intended to provide compensation for the deprivation of the type described in clauses (h) or (i) 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 right under such rescission shall affect any subsequent Default or impair any right consequent theretocircumstances.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of of, and accrued interest on on, all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payablepayable or (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 clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on on, all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (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 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses clause (hf) or (ig) 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.

Acceleration. If an Event of Default (other than an Event of Default specified described in clauses clause (h7) or (i) 8) of Section 6.01 hereof 6.1 with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 2530% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by written notice in writing to the Company and the Trustee (if given by Trustee, may declare the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall ipso facto be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) of Section 6.1 shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (2) 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; provided that any time period to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction; and (3) there has been paid to or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and to reimburse the Trustee for reasonable expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (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 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 theretoHolders.

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 clauses (h) or (i) of Section 6.01 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 Required Lenders (or the Holders of at least 25% in principal amount Agent with the consent of the then outstanding Notes Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the principal of and accrued interest on all the Notes Obligations to be due and payable immediately by notice in writing to payable, or both, whereupon 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”), and the same Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such Borrower hereby expressly waives. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuingIf, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part 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 Holder. At Default (other than any time after a declaration of acceleration Default as described in Section 7.6 or 7.7 with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind such Borrower) and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with before any 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 extent decree for the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become the Obligations due otherwise than by such declaration of acceleration, has shall have 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 the cure obtained or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereofentered, the Trustee Required Lenders (in their sole discretion) shall have received an Officers’ Certificate so direct, the Agent shall, by notice to such Borrower, rescind and an Opinion of Counsel that annul such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoacceleration and/or termination.

Acceleration. (a) If an Event of Default (other than an Event of Default as specified in clauses (hSections 7.01(g) or (ih)) of Section 6.01 hereof shall occur and be continuing with respect to the Company) occurs and is continuingthis Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may may, and the Trustee at the request of such Holders shall, declare the all unpaid principal of of, premium, if any, and accrued interest on all the Notes to be due and payable immediately immediately, by a notice in writing to the Company (and to the Trustee (if given by the HoldersHolders of the Notes) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)upon any such declaration, such principal, premium, if any, and the same interest shall become immediately due and payablepayable immediately. If an Event of Default specified in clauses Sections 7.01(g) or (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid the principal of, and premium, if any, and accrued and unpaid interest interest, if any, on all the outstanding Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after Holders. (b) After a declaration of acceleration with respect to the Notes as described in the preceding paragraphacceleration, the Holders of a majority in aggregate principal amount of Notes outstanding by notice to the Notes Company and the Trustee, on behalf of the Holders of Notes, may rescind and cancel annul such declaration with respect to the Notes and its consequences if: (i1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, and (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; and (ii3) if all existing Events of Default have been cured or waived except nonpayment Default, other than the non-payment of principal or of, premium, if any, and interest that has on the Notes which have 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 the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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. waived as provided in this Indenture. (c) No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in clauses clause (h6) or (i) of the first paragraph of Section 6.01 hereof with respect to the CompanyParent Guarantor or any Issuer) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may may, and the Trustee at the written request of such Holders shall, declare the principal of and accrued and unpaid interest on all the outstanding Notes to be due and payable immediately by notice in writing to the Company Parent Guarantor and (if the notice is given by Holders) to the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration,” (the “Acceleration Notice”)and, upon such a declaration, such unpaid principal and the same accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in clauses clause (h6) or (i) of the first paragraph of Section 6.01 hereof with respect to the Parent Guarantor or any Issuer occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on on, all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphany 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 declaration with respect to the Notes acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except Default, other than nonpayment of principal of or interest on the Notes that has have become due solely because of the acceleration, have been cured or waived, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, in each case which has have become due otherwise than by such declaration acceleration, at the per annum rate specified in the last paragraph of accelerationSection 4.01, has been paid, ; and (iv) if the Company has Issuers have paid the Trustee its reasonable compensation as provided for in this Indenture and reimbursed the Trustee for its reasonable expenses, disbursements and advances in connection with such acceleration and (v) in rescission. In the event of acceleration of the cure or waiver of Notes because an Event of Default of the type described specified in clauses (h3) or (i5) of the first paragraph under this Section 6.01 hereofhas occurred and is continuing, the Trustee acceleration of the Notes shall have received an Officers’ Certificate be automatically rescinded and an Opinion cancelled if (a) within 60 days after such acceleration of Counsel that the Notes as a result of such Event of Default, the judgment as to which caused such Event of Default shall be less than $50.0 million, having been paid, discharged, stayed or waived by the holders of the relevant 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 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 Parent Guarantor or any Subsidiary of the Parent Guarantor as to which a Payment Default or an Acceleration shall have occurred and shall be continuing shall be less than $50.0 million, whether as a result of any such Payment Default or Payment Defaults or Acceleration or Accelerations, 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) 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 such rescission of acceleration of the Notes pursuant to 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 relating to the failure of the 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, 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 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 subject to acceleration as provided above. The provisions of this paragraph will not affect the 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 payment 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. (a) If an any Event of Default (with respect to the Debentures of any series other than an Event of Default specified in clauses under clause (h3) or (i4) of Section 6.01 hereof with respect to the Company) 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 Notes may declare the principal of and accrued interest on all the Notes Debentures of that series due and payable, 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 have, failed to declare the principal of the Debentures of that series to be immediately due and payable immediately payable, the holders of at least 25% in aggregate liquidation preference of the outstanding Trust Preferred Securities of that Trust shall have such right by a 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”), and the same shall become immediately due and payableTrustee. If an Event of Default specified in clauses clause (h3) or (i4) of Section 6.01 hereof occurs occurs, the principal of and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes 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 HolderDebentureholders. At any time after a declaration of acceleration Upon such an acceleration, such principal, together with respect to the Notes as described in the preceding paragraphall interest accrued thereon, the shall be due and payable immediately. (b) The Holders of at least a majority in aggregate principal amount of the Notes Debentures of that series at the time outstanding, in each case, by notice to the Trustee, may rescind and cancel annul such declaration with respect to the Notes an acceleration and waive its consequences (i) if the rescission rescission, annulment and waiver would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default with respect to such series of Debentures have been cured or waived waived, except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) and a sum sufficient to the extent the payment of such interest is lawful, interest on overdue pay all matured installments of interest and overdue principal, which has become principal due otherwise than by acceleration has been deposited with the Trustee; provided that if the principal of a series of Debentures has been declared due and payable by the holders of the Trust Preferred Securities of a Trust, no rescission of acceleration will be effective unless consented to by the holders of at least a majority in aggregate liquidation preference of the Trust Preferred Securities of that Trust and further provided that should the Holders of such Debentures fail to rescind or annul such declaration and waive such default, the holders 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) a majority in the event aggregate liquidation preference of the cure or waiver Trust Preferred Securities of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereofa Trust that holds such Debentures may make such rescission, the Trustee shall have received an Officers’ Certificate annulment and an Opinion of Counsel that such Event of Default has been cured or waivedwaiver. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default as specified in clauses clause (h7) or clause (i) 8) of Section 6.01 hereof with respect to the Company) occurs shall occur with respect to the Notes and is continuingbe continuing with respect to this Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare the all unpaid principal of of, premium, if any, and accrued but unpaid interest on on, all the Notes then outstanding to be due and payable immediately immediately, by a notice in writing to the Company (and to the Trustee (if given by the Holders) specifying Holders of the respective Event of Default and that it is Notes). Upon such a “notice of acceleration” (the “Acceleration Notice”)declaration, such principal, premium, if any, and the same interest shall become immediately due and payablepayable immediately. If an Event of Default specified in clauses clause (h7) or clause (i) 8) of Section 6.01 hereof occurs and is continuingwith respect to the Company, then all unpaid the principal of, and any premium, if any, and accrued and unpaid interest on on, all the outstanding Notes shall ipso facto be accelerated and become and be immediately due and payable immediately, without any declaration or other act on the part of the Trustee or any HolderHolder of Notes. At any time after a declaration Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of the Notes by appropriate judicial proceedings. (b) After an acceleration with respect to the Notes as described in Notes, but before a judgment or decree for payment of the preceding paragraphmoney due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes by written notice to the Company and the Trustee, on behalf of the Holders of the Notes, may rescind and cancel annul such acceleration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, the principal of, and premium, if any, on any Notes then outstanding, in each case, which have become due otherwise than by such declaration with respect to of acceleration and interest thereon at the rate borne by the Notes and its consequences (iC) if to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; and (ii3) if all existing Events of Default have been cured or waived except nonpayment Default, other than the non-payment of principal or of, premium, if any, and interest that has on the Notes which have 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 the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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. waived as provided in this Indenture. (c) No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon.

Acceleration. (a) If an Event of Default (other than an Event of Default as specified in clauses clause (h7) or (i) 8) of Section 6.01 hereof with respect to the Company) occurs shall occur and is continuingbe continuing with respect to this Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company may, and the Trustee (if given by at the Holders) specifying the respective Event request of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)such Holders shall, and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then declare all unpaid principal of, and premium, if any, and accrued and unpaid interest on all Notes to be due and payable immediately, by a notice in writing to the outstanding Company (and to the Trustee if given by the Holders of the Notes) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately. If an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Company occurs and is continuing, the principal of, premium, if any, accrued and unpaid interest, if any, on all the Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after Holders. (b) After a declaration of acceleration with respect to the Notes as described in the preceding paragraphacceleration, the Holders of a majority in aggregate principal amount of Notes outstanding by notice to the Notes Company and the Trustee, on behalf of the Holders of Notes, may rescind and cancel annul such declaration with respect to the Notes and its consequences if: (i1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, and (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; and (ii3) if all existing Events of Default have been cured or waived except nonpayment Default, other than the non-payment of principal or of, premium, if any, and interest that has on the Notes which have 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 the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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. waived as provided in this Indenture. (c) No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon.

Acceleration. If an any Event of Default (other than an Event those of Default specified the type described in clauses (hSection 6.01(ix) or (i) of Section 6.01 hereof with respect to the Companyx) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of the then outstanding Notes may may, declare the principal of and accrued interest on all the Notes Notes, together with all accrued and unpaid interest, premium, if any, to be due and 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 such notice is a “notice of acceleration” acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable. If In the case of an Event of Default specified in clauses (hSection 6.01(ix) or (ix) of Section 6.01 hereof occurs and is continuinghereof, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable immediately without any declaration further action or other act on the part of notice by the Trustee or any Holderthe Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphNotes, the Holders of a majority in principal amount of the Notes then outstanding (by notice to the Trustee) may rescind and cancel such declaration with respect to the Notes and its consequences if: (i1) if the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; (ii2) if all existing Defaults and Events of Default have been cured or waived except nonpayment non-payment of principal of or interest on the Notes that has become due solely because by such declaration of the acceleration, ; (iii3) 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 principal, payments of principal which has become due otherwise than by such declaration of acceleration, acceleration has been paid, ; (iv4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and advances; and (v5) in the event of the cure or waiver of an Event of Default of the type described in clauses (hSection 6.01(ix) or (i) of Section 6.01 hereofx), the Trustee shall have has received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission In the case of an Event of Default with respect to the Notes occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company’s behalf with the intention of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall affect any subsequent Default or impair any right consequent theretoalso become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified referred to in clauses (hSection 6.01(d) or (ie)) of Section 6.01 hereof occurs and is continuing with respect to the Company) occurs and is continuing, Notes then in every such case the Trustee or the Holders of at least 2530.0% in aggregate principal amount of all of the then outstanding Notes may declare the principal amount of and accrued interest and unpaid interest, if any, on all the Notes to be due and payable immediately immediately, by a notice in writing to the Company (and to the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same 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 clauses (hSection 6.01(d) or (ie) shall occur, the principal amount (or specified amount) of Section 6.01 hereof occurs and is continuing, then all accrued and unpaid principal of, and premiuminterest, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration has been made with respect to the Notes as described in the preceding paragraphNotes, the Holders of a majority in principal amount of the Notes outstanding Notes, by written notice to the Company and the Trustee, may rescind and cancel annul such declaration or acceleration and its consequences with respect to the Notes and its consequences if (i) if the rescission and annulment would not conflict with any judgment or decreedecree already rendered, (ii) if all existing Events of Default have been cured or waived with respect to the Notes (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration) have been cured or waived and all 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 Trustee a sum sufficient to pay (a) any overdue interest on the Notes, (iiib) the principal amount of the Notes (except the principal, interest or premium that has become due solely because of the acceleration) and (c) to the extent the payment of such interest is lawfullawful and applicable, 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 at the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) rate specified in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 waivedNotes. No such rescission shall affect any subsequent Event of Default or impair any right consequent theretothereon.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 6.1 hereof with respect to the Company) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes by written notice to the Company (and the Trustee, if such notice is given by such Holders) may declare the principal of and accrued and unpaid interest on all the Notes to be due and payable immediately by immediately, which notice in writing to the Company and the Trustee (if given by the Holders) specifying shall specify the respective Event Events of Default and that it is a “"notice of acceleration” " (the “"Acceleration Notice”"), and upon proper delivery of the same Acceleration Notice, the entire principal amount of and accrued and unpaid interest and Additional Interest, if any, on the Notes (1) shall become immediately due and payable, or (2) if there are any amounts outstanding under the Credit Agreement, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement or 5 Business Days after receipt by the Company and the Representative under the Credit Agreement of such Acceleration Notice but only if such Event of Default is then continuing. If Notwithstanding the foregoing, if an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 6.1 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, of and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes may by written notice to the Company and the Trustee may, on behalf of the Holders of all of the Notes, rescind and cancel such declaration with respect to the Notes an acceleration and its consequences consequences: (i1) if the rescission would not conflict with any judgment or decree, ; (ii2) 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; (3) if, (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, ; (iv4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and advances; and (v5) in the event of the cure or waiver of an Event of Default of the type described in clauses clause (hf) or (ig) of Section 6.01 6.1 hereof, if 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.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses (hSection 6.1(a)(xii) or (iand Section 6.1(a)(xiii)) of Section 6.01 hereof occurs and is continuing with respect to the Company) occurs and is continuingNotes, the Trustee may and, at the direction or request of the Holders of not less than 25% of the then Outstanding aggregate principal amount of the Notes shall, by notice in writing to the Company, declare the principal amount of, and interest accrued on, the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable upon the date that such written notice is received by or on behalf of the Company; provided that the Trustee shall be under no obligation to take any action if any Event of Default specified in Section 6.1(a)(xi) has occurred unless first instructed to do so in writing by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payableOutstanding Notes. If an Event of Default specified in clauses (hSection 6.1(a)(xii) or (iSection 6.1(a)(xiii) of Section 6.01 hereof occurs and is continuingwith respect to the Company, then all the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest on all the outstanding Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (b) At any time after a declaration of acceleration with respect to the Notes as described set forth in the preceding paragraphSection 6.2(a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences consequences: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived 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, principal which has become due otherwise than by such declaration of acceleration, has been paid, ; and (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 waivedadvances. No such rescission shall will affect any subsequent Default or impair any right consequent rights relating thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof with respect to the Company) occurs shall occur and for so long as it is continuing, : (a) the Trustee or the Holders of at least 25% in entire principal amount of the all Loans then outstanding Notes may declare from the principal of Borrower and all accrued and unpaid interest on all thereon; (b) an amount equal to the Notes maximum amount then available to be due and payable immediately by notice drawn under all unexpired Letters of Credit; and (c) all other Obligations outstanding hereunder, shall, at the option of the Agent in writing to accordance with Section 14.11 or upon the Company and request of a Majority of the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)Lenders, and the same shall become immediately due and payable upon written notice to that effect from the Agent to the Borrower, all without any other notice and without presentment, protest, demand, notice of dishonour or any other demand whatsoever (all of which are hereby expressly waived by the Borrower); provided, however, that if any Insolvency Event shall occur and be continuing, the foregoing shall automatically become due and payable, in each case without any other notice and without presentment, protest, demand, notice of dishonour or any other demand whatsoever (all of which are hereby expressly waived by the Borrower). If an Event In such event and if the Borrower does not immediately pay all such amounts upon receipt of Default specified such notice, either the Lenders (in clauses (haccordance with the proviso in Section 14.11(i)) or (i) the Agent on their behalf may, in their discretion, exercise any right or recourse and/or proceed by any action, suit, remedy or proceeding against the Borrower or any Material Subsidiary authorized or permitted by law for the recovery of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become indebtedness and be immediately due and payable without any declaration or other act on the part liabilities of the Trustee or any Holder. At any time after a declaration of acceleration with respect Borrower to the Notes as described in Lenders and proceed to exercise any and all rights hereunder and under the preceding paragraph, other Documents and no such remedy for the Holders of a majority in principal amount enforcement of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (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 or interest that has become due solely because rights of the acceleration, (iii) to the extent the payment Lenders shall be exclusive of or dependent on any other remedy but any one or more 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) remedies may from time to time be exercised independently or in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 theretocombination.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes may may, by notice to the Company and the Trustee, and the Trustee shall, upon the request of such Holders, declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to immediately. Upon any such declaration, 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”), and the same Notes shall become immediately due and payablepayable immediately. If Notwithstanding the foregoing, if an Event of Default specified in clauses clause (hj), (k) or (il) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Company or any Guarantor, all outstanding Notes as described in the preceding paragraph, the shall be due and payable immediately without further action or notice. The Holders of a majority in principal amount of the then outstanding Notes may rescind and cancel such declaration with respect by written notice to the Notes Trustee may on behalf of all of the Holders, rescind an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium, if any, that has have become due solely because of the such 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 the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 If an Event of Default occurs, then, upon acceleration of the Notes, a premium equivalent to the premium that the Company would have had to pay if it had then elected to redeem the Notes pursuant to Section 3.07 hereof and the Notes shall also become and be immediately due and payable to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding; provided, however, that such rescission premium payable as a result of an acceleration of the Notes shall affect be capped at an amount no greater than 10% of the aggregate principal amount (including, for the avoidance of doubt, any subsequent Default interest accreted as PIK Interest) of the Notes then outstanding, except that no such cap shall apply in connection with an acceleration of the Notes resulting from (x) a voluntary or impair intentional breach of the terms of the Notes or this Indenture with the purpose of avoiding the payment of the entire premium or (y) failure to pay the premium when due following any right consequent theretoelection to redeem the Notes pursuant to Section 3.07 hereof and the Notes. For the avoidance of doubt, such premium payable upon acceleration shall not become due and payable as a result of an acceleration that occurs on or before the six month anniversary of the Restructuring Effective Date or after the three-year anniversary of the Restructuring Effective Date.

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 clauses (hSection 5.01(g) or (i) of Section 6.01 hereof with respect to the Company) occurs ), unless the principal of all of the Debentures shall have already become due and is continuingpayable (or waived), either the Trustee or the Holders holders of at least 25% in principal amount aggregate Original Principal Amount of the Debentures then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately outstanding, determined in accordance with Section 7.04, by notice in writing to the Company (and to the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), may declare 100% of the Adjusted Principal Amount of, accrued and unpaid interest (including Additional Interest) on, and any unpaid Additional Distributions with respect to, all the Debentures to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, notwithstanding anything contained in this Indenture or in the Debentures to the contrary. If an Event of Default specified in clauses (hSection 5.01(g) or (i) with respect to the Company occurs, the Adjusted Principal Amount of Section 6.01 hereof occurs and is continuingall the Debentures, then all unpaid principal of, and premium, if any, and any accrued and unpaid interest on all (including Additional Interest) thereon and any unpaid Additional Distributions with respect to the outstanding Notes Debentures shall ipso facto become and be immediately due and payable without any notice, declaration or other act on the part of the Trustee or any Holder. At Upon any such acceleration of the principal of the Debentures, the amount payable for each Debenture shall be determined in the same manner as the amount payable at Stated Maturity, in accordance with Section 2.03. The provisions of this Section 5.02 are subject to the condition that if, at any time after a declaration of acceleration the principal of, any unpaid interest on and any unpaid Additional Distributions with respect to the Notes Debentures shall have been so declared due and payable or become automatically due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as described in the preceding paragraphhereinafter provided, the Holders Company shall pay or shall deposit with the Trustee a sum sufficient to pay all installments of a majority in principal amount accrued and unpaid interest (including Additional Interest) and of any unpaid Additional Distributions then due on all Debentures and any Adjusted Principal Amount of the Notes may rescind and cancel such declaration with respect Debentures that shall have become due otherwise than by acceleration, as well as amounts due to the Notes Trustee pursuant to Section 6.06, and its consequences if (i1) if the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction and (ii2) if any and all existing Events of Default under this Indenture, other than the nonpayment of principal of, accrued and unpaid interest (including Additional Interest) on, and any unpaid Additional Distributions that shall have become due solely by reason of such acceleration, shall have been cured or waived except nonpayment pursuant to Section 5.09, then, and in every such case, the holders of principal or interest that has become due solely because not less than a majority in aggregate Original Principal Amount of the accelerationDebentures then outstanding, (iii) by written notice to the extent Company and to the payment Trustee, may waive all Defaults or Events of such interest is lawful, interest on overdue installments of interest Default with respect to the Debentures and overdue principal, which has become due otherwise than by rescind and annul such declaration of accelerationand its consequences and such Default shall cease to exist, 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 the cure or waiver of an any Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee arising therefrom shall be deemed to have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured for every purpose of this Indenture; but no such waiver or waived. No such rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent theretothereon.

Acceleration. (a) If an Event of Default with respect to the Notes at the time outstanding (other than an Event of Default specified in clauses (hSection 6.01(5) or (i6) of Section 6.01 hereof with respect to the CompanyCompany or any Subsidiary Guarantor) occurs and is continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Notes by notice to the Company in writing (and to the Trustee, if given by Holders of the Notes) specifying the Event of Default, may declare the principal of and accrued interest on all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal amount of, and premium, if any, and accrued and unpaid interest to, but not including, the date of acceleration on all the outstanding Notes to be due and payable. Upon such a declaration, such amounts shall be due and payable immediately. If an Event of Default specified in Section 6.01(5) or (6) with respect to the Company or any Subsidiary Guarantor occurs, the principal amount of, premium, if any, and accrued and unpaid interest to, but not including, the date of such Event of Default on all the Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (b) At any time after a declaration the principal of acceleration with respect to the Notes shall have been so declared due and payable (or shall have become immediately due and payable), and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as described in the preceding paragraphhereinafter provided, the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and the Trustee, may rescind and cancel annul such declaration and its consequences, and waive such Event of Default, if any and all Events of Default under this Indenture with respect to such Notes, other than the nonpayment of principal, premium, or interest on Notes and its consequences (i) if the rescission would that shall not conflict with any judgment or decreehave become due by their terms, (ii) if all existing Events of Default shall 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) as provided in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 waived6.04. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Notes because of an Event of Default specified in clause (4) shall have occurred and be continuing (excluding any resulting payment default under this Indenture or the Notes), such declaration of acceleration shall be automatically annulled if (i) the default under the debt that is the subject of such Event of Default has been cured by the Company or the Subsidiary Guarantor or has been waived by the holders thereof or (ii) the holders of the debt that is the subject of such Event of Default have rescinded their declaration of acceleration in respect of such debt, and written notice of such cure, waiver or rescission shall have been given to the Trustee by the Company and countersigned by the holders of such debt or a trustee, fiduciary or agent for such holders, within 20 days after such declaration of acceleration in respect of the Notes and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and no other Event of Default exists or has occurred during such 20-day period which has not been cured or waived during such period.

Acceleration. If an Event of Default with respect to Securities of any series at the time outstanding (other than an Event of Default specified in clauses clause (h5) or (i6) of Section 6.01 hereof with respect to the Companyhereof) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes Securities of that series by notice to the Company and the Trustee, may declare the principal of (or, if any such Securities are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) and accrued and unpaid interest on all the Notes then outstanding Securities of such series to be due and payable immediately by notice in writing to payable. Upon any such declaration, 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”), and the same shall become immediately amounts due and payablepayable on such Securities shall be due and payable immediately. If an Event of Default specified in clauses clause (h5) or (i6) of Section 6.01 hereof occurs and is continuingoccurs, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes such amounts shall ipso facto become and be immediately due and payable without any declaration declaration, notice or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the Notes money due has been obtained by the Trustee as described hereinafter in the preceding paragraphthis Article provided, the Holders of a majority in principal amount of the Notes then outstanding Securities of that series by written notice to the Trustee may rescind an acceleration and cancel such declaration its consequences (other than nonpayment of principal of or premium or interest on or Additional Amounts with respect to the Notes and its consequences (iSecurities) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default with respect to Securities of that series have been cured or waived waived, except nonpayment of principal principal, premium, interest or interest Additional Amounts 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 the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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.

Acceleration. (a) If an Event of Default (other than an Event of Default specified with respect to any Principal Company or its Material Subsidiaries described in clauses paragraph (h) or (i) of Section 6.01 hereof with respect to 11 has occurred, all the CompanyLoans then outstanding shall automatically become immediately due and payable. (b) occurs If any Event of Default other than an Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing, the Trustee Agent may, or at the Holders of at least 25% in principal amount request of the Required Lenders shall, by notice or notices to the Principal Companies, declare all the Loans then outstanding Notes may declare the principal of and accrued interest on all the Notes to be immediately due and payable immediately by notice in writing to the Company and the Trustee payable. (if given by the Holdersc) specifying the respective If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and that it is a “continuing, the Agent may at any time, or at the request of any holder or holders of Loans at the time outstanding affected by such Event of Default shall, by notice of acceleration” (or notices to the “Acceleration Notice”)Principal Companies, and declare all the same shall become Loans held by such Lender or Lenders to be immediately due and payable. If an Event of Default specified in clauses (h) Upon any Loans becoming due and payable under this Section 12.1, whether automatically or (i) of Section 6.01 hereof occurs by declaration, such Loans will forthwith mature and is continuing, then all the entire unpaid principal ofamount of such Loans, and premium, if any, and plus (x) all accrued and unpaid interest on thereon and (y) the Applicable Prepayment Premium determined in respect of such principal amount (to the full extent permitted by Applicable Law), shall all the outstanding Notes shall ipso facto become and be immediately due and payable in immediately available funds, in each and every case without presentment, demand, protest or further notice and without setoff, counterclaim or deduction of any declaration or other act on kind, all of which are hereby waived. Each Principal Company acknowledges, and the part parties hereto agree, that each Lender has the right to own its Loans free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of the Trustee or any Holder. 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 the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (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 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 Applicable Prepayment Premium 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 that the cure Loans are prepaid or waiver are accelerated as a result of an Event of Default Default, is intended to provide compensation for the deprivation of the type described in clauses (h) or (i) 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 right under such rescission shall affect any subsequent Default or impair any right consequent theretocircumstances.

Acceleration. (a) If an Event of Default (other than an Event of Default as specified in clauses (hSection 6.01(8) or (i9) of Section 6.01 hereof above with respect to the Company) occurs shall occur and is continuingbe continuing with respect to this Supplemental Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare the all unpaid principal of of, premium, if any, and accrued interest on all the Notes to be due and payable immediately immediately, by a notice in writing to the Company (and to the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)upon any such declaration, such principal, premium, if any, and the same interest shall become immediately due and payablepayable immediately. If an Event of Default specified in clauses (hSection 6.01(8) or (i9) of Section 6.01 hereof above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder. At any time after Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders by appropriate judicial proceedings. (b) After a declaration of acceleration with respect to acceleration, but before a judgment or decree for payment of the Notes as described in money due has been obtained by the preceding paragraphTrustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Notes Company and the Trustee, may rescind and cancel annul such declaration with respect to the Notes and its consequences if: (i1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Supplemental Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; and (ii3) if all existing Events of Default have been cured or waived except nonpayment Default, other than the non-payment of principal or of, premium, if any, and interest that has on the Notes which have 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 the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 waivedwaived as provided in this Supplemental Indenture. No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon. (c) If an Event of Default specified in Section 6.01(5) above shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default shall have been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default with respect to the Notes at the time outstanding (other than an Event of Default specified in clauses (hSection 6.01(5) or (i6) of Section 6.01 hereof with respect to the CompanyCompany or any Subsidiary Guarantor) occurs and is continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Notes by notice to the Company in writing (and to the Trustee, if given by Holders of the Notes) specifying the Event of Default, may declare the principal of and accrued interest on all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal amount of, and premium, if any, and accrued and unpaid interest to, but not including, the date of acceleration on all the outstanding Notes to be due and payable. Upon such a declaration, such amounts shall be due and payable immediately. If an Event of Default specified in Section 6.01(5) or (6) with respect to the Company or any Subsidiary Guarantor occurs, the principal amount of, premium, if any, and accrued and unpaid interest to, but not including, the date of such Event of Default on all the Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (b) At any time after a declaration the principal of acceleration with respect to the Notes shall have been so declared due and payable (or shall have become immediately due and payable), and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as described in the preceding paragraphhereinafter provided, the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and the Trustee, may rescind and cancel annul such declaration and its consequences, and waive such Event of Default, if any and all Events of Default under this Indenture with respect to such Notes, other than the nonpayment of principal, premium, or interest on Notes and its consequences (i) if the rescission would that shall not conflict with any judgment or decreehave become due by their terms, (ii) if all existing Events of Default shall 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) as provided in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 waived6.04. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Notes because an Event of Default pursuant to clause (4) shall have occurred and be continuing , such declaration of acceleration shall be automatically annulled if (i) the default under the debt that is the subject of such Event of Default has been cured by the Company or the Subsidiary Guarantor or has been waived by the holders thereof or (ii) the holders of the debt that is the subject of such Event of Default have rescinded their declaration of acceleration in respect of such debt, and written notice of such cure, waiver or rescission shall have been given to the Trustee by the Company and countersigned by the holders of such debt or a trustee, fiduciary or agent for such holders, within 20 days after such declaration of acceleration in respect of the Notes and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and no other Event of Default exists or has occurred during such 20-day period which has not been cured or waived during such period.

Acceleration. (a) If an Event of Default (other than an Event of Default as specified in clauses clause (h7) or (i) 8) of Section 6.01 hereof 9.01 with respect to the Company) occurs shall occur and is continuingbe continuing with respect to this Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all Notes to be due and payable immediately, by a notice in writing to the outstanding Company (and to the Trustee if given by the Holders of the Notes) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately. If an Event of Default specified in clause (7) or (8) of Section 9.01 with respect to the Company occurs and is continuing, the principal of, premium, if any, accrued and unpaid interest, if any, on all the Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after Holders. (b) After a declaration of acceleration with respect to the Notes as described in the preceding paragraphacceleration, the Holders of a majority in aggregate principal amount of Notes outstanding by notice to the Notes Company and the Trustee, on behalf of the Holders of Notes, may rescind and cancel annul such declaration with respect to the Notes and its consequences if: (i1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, and (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; and (ii3) if all existing Events of Default have been cured or waived except nonpayment Default, other than the non-payment of principal or of, premium, if any, and interest that has on the Notes which have 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 the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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. waived as provided in this Indenture. (c) No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon.

Acceleration. If an Event of Default (other than an Event of Default as specified in clauses (hSection 6.01(a)(7) or (i) of Section 6.01 hereof 8) with respect to the Companyan Issuer) occurs shall occur and is continuingbe continuing with respect to this Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may may, and the Trustee at the request of such Holders shall, declare the all unpaid principal of of, premium, if any, and accrued interest on all the Notes to be due and payable immediately immediately, by a notice in writing to the Company Issuers (and to the Trustee (if given by the HoldersHolders of the Notes) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)upon any such declaration, such principal, premium, if any, and the same interest shall become immediately due and payablepayable immediately. If an Event of Default specified in clauses (hSection 6.01(a)(7) or (i) of Section 6.01 hereof 8) with respect to an Issuer occurs and is continuing, then all the Notes shall automatically become and be due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid principal of, and premiuminterest, if any, and accrued and unpaid interest on all to the outstanding date the Notes shall ipso facto become and be immediately due and payable payable, without any declaration or other act on the part of the Trustee or any Holder. At any time after After a declaration of acceleration with respect to acceleration, but before a judgment or decree for payment of the Notes as described in money due has been obtained by the preceding paragraphTrustee, the Holders holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Notes Issuers and the Trustee, may rescind and cancel annul such declaration and its consequences if: (a) the Issuers have paid or deposited with respect the Trustee a sum sufficient to pay (1) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (2) all overdue interest on all Notes then outstanding, (3) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes and its consequences (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 or interest that has become due solely because of the acceleration, (iii4) to the extent the that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; and (b) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on overdue installments of interest and overdue principal, the Notes which has have become due otherwise than solely 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 the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 default or impair any right consequent theretothereon.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses (hSection 6.1(h) or (iSection 6.1(i) of Section 6.01 hereof with respect to the Companyhereof) occurs and is continuing, the Trustee Collateral Agent or the Holders of at least 25% a majority in aggregate principal amount of the Convertible Notes then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately outstanding, by written notice in writing to the Company Issuer (and to the Trustee (Collateral Agent if the notice is given by the Holders), may declare the principal, interest, fees and other amounts and premiums in respect of the Convertible Notes and other Obligations (including, without limitation the Make-Whole Amounts (if any) specifying and the respective Event Specified Fees (in the case of Default any Administration Fees, to the extent then-earned)) to become and that it is shall automatically be immediately due and payable. Upon a “notice declaration of acceleration” , the principal, interest, fees and other amounts and premiums in respect of the Convertible Notes and other Obligations (including, without limitation the “Acceleration Notice”), Make-Whole Amounts (if any) and the same shall Specified Fees (in the case of any Administration Fees, to the extent then-earned)) will become immediately due and payable. If an Event of Default specified in clauses (hSection 6.1(h) or Section 6.1(i) hereof occurs, the principal, interest, fees and other amounts and premiums in respect of the Convertible Notes and other Obligations (i) of Section 6.01 hereof occurs and is continuingincluding, then all unpaid principal of, and premium, without limitation the Make-Whole Amounts (if any) and the Specified Fees (in the case of any Administration Fees, and accrued and unpaid interest on all to the outstanding Notes shall ipso facto extent then-earned)) will become and be immediately due and payable without any declaration or other act on the part of the Trustee Collateral Agent or any Holder. At 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 time after a declaration 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 described 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 preceding 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 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 by written notice to the Issuer and to the Collateral Agent may waive all past Defaults and rescind and cancel such annul a declaration with respect to the Notes of acceleration and its consequences if: (ix) all existing Events of Default, other than the 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 waived; and (y) the rescission would not conflict with any judgment or decree, (ii) if all existing Events decree of Default have been cured or waived except nonpayment a court 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 theretocompetent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (hSection 8.1(5) or (i) of Section 6.01 hereof with respect to the Company6)) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in principal amount of the Securities then outstanding Notes may may, by notice to the Company and the Trustee, and the Trustee shall, upon the request of such Holders, declare the all unpaid principal of and accrued interest to the date of acceleration on all the Notes Securities then outstanding (if not then due and payable) to be due and 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 “notice of acceleration” (the “Acceleration Notice”)upon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in clauses (hSection 8.1(5) or (i6) of Section 6.01 hereof occurs and is continuingoccurs, then all unpaid principal of, and premium, if any, of and accrued and unpaid interest on all the Securities then outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in principal amount of the Notes Securities then outstanding by notice to the Trustee may rescind and cancel such declaration with respect to the Notes an acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default 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 except nonpayment 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 principal or interest that any Security which has become due solely because otherwise then by such declaration of the acceleration, and (iiic) 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 rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (iv) if the Company has paid all payments due to the Trustee its reasonable compensation and reimbursed the any predecessor Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of under Section 6.01 hereof, the Trustee shall 9.7 have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waivedmade. No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon. 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 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 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, in which case an equivalent premium shall also become and be immediately due and payable to the extent permitted by law.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (hd) or (ie) of Section 6.01 hereof with respect to the Company) occurs and is continuingcontinuing with respect to any series of Notes, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes of all series affected thereby may declare the principal of and accrued but unpaid interest on all the outstanding Notes of all such series to be due and payable immediately (all such series voting together as a single 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”), and the same shall become immediately due and payable. If an Event of Default specified in clauses clause (hd) or (ie) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the one or more series of Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes of such series (voting as a single class) may rescind and cancel such declaration with respect to the Notes of such series and its 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 its reasonable and the Agents their compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses clause (hd) or (ie) of Section 6.01 hereof, the Trustee shall have received an Officers’ Officer’s 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. For all purposes under this Indenture, if a portion of the principal of any Discount Notes 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 Discount Notes shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Discount Notes.

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 clauses (hSection 6.01(h) or (iSection 6.01(i) of Section 6.01 hereof with respect to the Company) occurs has occurred and is continuing, either the Trustee Trustee, by written notice to the Company, or the Holders of at least twenty five percent (25% %) in aggregate principal amount of the Securities then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately outstanding, by written notice in writing to the Company and the Trustee Trustee, may declare one hundred percent (if given by 100%) of the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)principal of, and accrued and unpaid interest on, all the same shall become Securities to be immediately due and payablepayable in full. Upon such declaration, 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 clauses (hSection 6.01(h) or Section 6.01(i) occurs with respect to the Company (iand not solely with respect to one or more of its Significant Subsidiaries), one hundred percent (100%) of Section 6.01 hereof occurs and is continuing, then all unpaid the principal of, and premium, if any, and accrued and unpaid interest on on, all the outstanding Notes Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the Notes Securities then outstanding by written notice to the Trustee may rescind and cancel such declaration with respect to the Notes or annul an acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived 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 extent Trustee under Section 7.06 have been paid. Upon any such rescission or annulment, the payment Events of Default that were the subject of such interest is lawful, interest on overdue installments of interest acceleration shall cease to exist 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 the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall deemed to 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 theretofor every purpose.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses clause (h6) or (i7) of Section 6.01 hereof with respect to any of the CompanyIssuers or any Guarantor) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 2525.0% in principal amount of the then total outstanding Notes may may, by written notice to the Issuers, declare the principal of and accrued interest on all the then outstanding Notes to be due and payable immediately by notice immediately. Upon the effectiveness of such declaration, Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes of the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in writing clauses (6) or (7) above, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the Company and payment of all amounts that would have been due upon redemption of the Trustee Notes if the Issuers redeemed the Notes at their 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 (if given by calculated as though such date were the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”Redemption Date), and accrued and unpaid interest, if any, to, such time, without prejudice to the same rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in the Holders’ interest. The Trustee shall become immediately due and payablehave no obligation to accelerate the Notes if, in the best judgment of the Trustee, acceleration is not in the best interests of the Holders. If Notwithstanding the foregoing, in the case of an Event of Default specified in clauses arising under clause (h6) or (i7) of Section 6.01 hereof occurs with respect to any of the Issuers or any of the Guarantors, all outstanding Notes shall be due and is continuing, then all unpaid principal ofpayable immediately without further action or notice, and premiumHolders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes of the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clauses (6) or (7) 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 anythe Issuers redeemed the Notes at their 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 (calculated as though such date were the Redemption Date), and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable interest, if any, to, such time, without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect prejudice to the Notes as described in rights of such Holders to receive any further accrued and unpaid interest from such date to the preceding paragraph, the date of payment. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes rescind and cancel such declaration any acceleration with respect to the Notes and its consequences (i) if the such rescission would not conflict with any judgment or decree, (ii) of a court of competent jurisdiction and if all existing Events of Default have been cured (except a continuing Default in the payment of interest on, premium, if any, or waived except nonpayment the principal of principal or interest any Note held by a non-consenting Holder 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 the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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.

Acceleration. (a) If an Event of Default specified in paragraph (f) or (g) of Section 7.1 shall occur with respect to the Borrower, automatically all Loan Commitments shall immediately terminate and all Loans (with accrued interest thereon) and all other amounts owing under the Financing Documents shall immediately become due and payable. (b) If any Event of Default (other than an Event of Default specified referred to in clauses Section 7.2(a)) shall occur, then the Administrative Agent (hacting at the direction of the Required Lenders) or (i) of Section 6.01 hereof with respect may by notice to the CompanyBorrower either (A) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of Loan Commitments to be terminated, whereupon all Loan Commitments shall immediately terminate and/or (B) declare the Loans, all accrued and accrued unpaid interest on thereon and all other amounts owing to the Notes Lenders under the Financing Documents to be due and 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 “notice of acceleration” (the “Acceleration Notice”)payable, and whereupon the same shall become immediately due and payable. If an . (c) Except as expressly provided above in this Section 7.2, presentment, demand, protest and all other notices and other formalities of any kind are hereby expressly waived by the Borrower. (d) Notwithstanding the foregoing, prior to the exercise of remedies by the Administrative Agent, Borrower shall have the option, exercisable upon written notice to the Administrative Agent, with respect to any Event of Default specified in clauses affecting up to [***] of the Portfolio (hthe “Affected Portion”) or (i) to cure such Event of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all Default by removing the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the Systems part of such Affected Portion and severing the Trustee or any Holder. At any time after Systems in the Affected Portion from the Portfolio by effectuating a declaration buydown of acceleration with respect to the Notes Loan Facilities as described in this Section 7.2(d). In order to avail itself of the preceding paragraphbuydown set forth in this Section 7.2(d), the Holders Borrower shall re-calculate the size of a majority the Loan Facilities under the Downside Sizing Case Projections (in consultation with the Independent Engineer) by reducing the project-capacity assumption therein to the capacity of the Systems not affected by the Event of Default and otherwise changing no other assumptions in the Downside Sizing Case Projections, which Updated Downside Sizing Case Projections shall be confirmed by the Independent Engineer. Any amount by which, after such review and approval, the then outstanding aggregate principal amount of the Notes may rescind and cancel such declaration with respect to Loans exceeds the Notes and its consequences (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 revised total principal or interest that has become due solely because amount of the accelerationLoans needed to achieve a Debt Service Coverage Ratio of [***] through the Final Maturity Date based such Updated Downside Sizing Case Projections, (iii) to is 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 the cure or waiver of an “Event of Default of the type described in clauses (h) or (i) of Buydown Amount.” The Borrower shall prepay, pursuant to Section 6.01 hereof2.12, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waivedBuydown Amount within thirty (30) days unless the Required Lenders within five (5) Business Days of receipt thereof (in consultation with the Independent Engineer) object in writing to the Borrower’s re-calculation and, as soon as reasonably practicable with such prepayment, transfer the Affected Portion of the Portfolio to another Person. No such rescission shall affect any subsequent Default or impair any right consequent thereto.[***] Confidential Treatment Requested

Acceleration. (a) If an Event of Default with respect to the Notes (other than an Event of Default specified in clauses (hSections 6.01(a)(ix) or (i) of Section 6.01 hereof with respect to the Companyand 6.01(a)(x)) occurs and is continuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by written notice to the Issuer (and to the Trustee if such notice is given by the Holders) may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing immediately. In the event a declaration of acceleration of the Notes pursuant to the Company and the Trustee (if given by the HoldersSection 6.01(a)(v) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs has occurred and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding declaration of acceleration of the Notes shall ipso facto become and be immediately due and payable without any declaration automatically annulled if the event of default or other act on payment default triggering such Event of Default pursuant to Section 6.01(a)(v) shall be remedied or cured, or waived by the part Holders of the Trustee relevant Indebtedness, or any Holder. At any time the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after a the declaration of acceleration with respect to thereto and if the Notes as described in annulment of the preceding paragraph, the Holders of a majority in principal amount acceleration of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction. (iib) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of In 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 the cure or waiver case of an Event of Default arising under Sections 6.01(a)(ix) and 6.01(a)(x), with respect to the Issuer or any of its Subsidiaries 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. (c) Subject to the type described provisions of Article Seven, in clauses (h) or (i) case an Event of Section 6.01 hereofDefault occurs and is continuing, the Trustee shall will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders of Notes unless such Holders have received an Officersoffered to the Trustee indemnity or security satisfactory to the Trustee against any losses, liabilities and expenses (including, without limitation, attorneys’ Certificate fees and an Opinion expenses). (d) Within 30 days of Counsel that such the occurrence of any Default or Event of Default has been cured or waived. No Default, the Issuer is required to deliver to the Trustee a statement specifying such rescission shall affect any subsequent Default or impair any right consequent theretoEvent of Default.

Acceleration. If an Event of Default occurs and is continuing (other than an Event of Default specified one relating to the matters referred to in clauses (hSection 7.1(v) or (i) vi), in which case, the principal of Section 6.01 hereof with respect to the Company) occurs all Outstanding Notes shall become due and is continuingpayable immediately), then the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Outstanding Notes may declare the principal amount of and accrued interest on all of the Outstanding Notes to be due and payable immediately immediately, together with accrued and unpaid interest, Additional Amounts, if any, accrued to the date of repayment by a notice in writing to the Company and the Guarantor (and to the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same upon any such declaration, such principal amount and accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to the Notes subject to such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee or the Holders as described hereinafter in the preceding paragraphthis Article provided, the Holders of a majority in aggregate principal amount of the Notes Outstanding Notes, by written notice to the Company, the Guarantor and the Trustee, may rescind and cancel annul such declaration with respect to the Notes of acceleration and its consequences if: (a) the Company or the Guarantor has irrevocably paid or deposited with the Trustee a sum sufficient to pay: (i) if the rescission would not conflict with any judgment or decree, all overdue interest on all Notes subject to such declaration of acceleration, (ii) if the principal of all existing Events Notes subject to such declaration of Default have been cured or waived except nonpayment of principal or interest that has acceleration which become due solely because otherwise than by such declaration of acceleration and any interest thereon at the acceleration, rate or rates prescribed therefor in such Notes, (iii) to the extent the that payment of such interest is lawful, interest on upon overdue installments interest at the rate or rates therefor in the Notes subject to such declaration of interest acceleration, and (iv) all sums paid or advanced by the Trustee hereunder and overdue principalthe reasonable compensation, expenses, disbursement and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 8.7; and (b) all Events of Default with respect to Notes subject to such declaration of acceleration, other than the non-payment of the principal of Notes subject to such declaration of acceleration which has become due otherwise than solely 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 the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 theretowaived as provided in Section 7.4.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clauses clause (h5) or (i) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i6) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto will become and be immediately due and payable without further action or notice. If any declaration or other act on the part Event of Default occurs and is continuing, then the Trustee by notice in writing to Holdings or the Issuer or the Holders of at least 30% in principal amount of outstanding Notes by notice in writing to Holdings or the Issuer and the Trustee may declare the principal of and accrued interest on all the Notes to be due and payable, which notice must also specify that it is a “notice of acceleration.” Upon any Holdersuch declaration of acceleration, the Notes will become immediately due and payable. 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 the outstanding Notes may rescind and cancel such declaration with respect to the Notes and its consequences consequences: (ia) if the rescission would not conflict with any judgment or decree, ; (iib) if all existing Events of Default have been cured or waived except nonpayment non-payment of principal or interest that has become due solely because of the acceleration, ; (iiic) 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, ; (ivd) if the Company Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all amounts it is owed under this Indenture; and (ve) in the event of the cure or waiver of an Event of Default of the type described specified in clauses clause (h) or (i4) of Section 6.01 hereof, ; provided that the Trustee shall have received an Officers’ Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses (hSection 6.01(7) or (i) of Section 6.01 hereof 8) with respect to the Company) occurs and is continuing, and has not been waived pursuant to Section 6.04, then the Trustee Trustee, by written notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued but unpaid interest on all the Notes to be due and 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 “"notice of acceleration” (the “Acceleration Notice”)". Upon any such declaration, and the same such amount shall become be immediately due and payable. payable provided, however, that for so long as the Credit Facility remains in effect, such declaration shall not become effective until the earlier of (i) five Business Days following delivery of notice to the Senior Credit Facility Representative of the intention to accelerate the Notes or (ii) the acceleration of any Indebtedness under the Credit Facility. (b) If an Event of Default specified in clauses (hSection 6.01(7) or (i) of Section 6.01 hereof 8) relating to the Company occurs and is continuingcontinuing with respect to the Company, then all unpaid the principal of, of and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders. (c) The Holders of a majority in principal amount of the Notes may may, on behalf of the Holders of all of the Notes, rescind and cancel such declaration with respect to the Notes an acceleration and its consequences (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 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (viv) in the event of the cure or waiver of an Event of Default of the type described in clauses (hSection 6.01(7) or (i) of Section 6.01 hereof6.01(8), 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.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (hSection 6.01(g) or (ih)) of Section 6.01 hereof with respect to the Company) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of of, premium, if any, and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) the Trustee specifying the respective Event Events of Default and that it is a “notice of acceleration,” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) ; provided, however, that after such acceleration but before a judgment or (i) of Section 6.01 hereof occurs and decree based on such acceleration is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all obtained by the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphTrustee, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and cancel annul such declaration with respect to the Notes and its consequences acceleration if: (i1) if the rescission would not conflict with any judgment or decree, ; (ii2) if all existing Events of Default have been cured or waived except Default, other than nonpayment of principal or interest that has become due solely because of the acceleration, have been cured or waived; (iii3) 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, ; (iv4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and advances; and (v5) in the event of the cure or waiver of an Event of Default of the type described in clauses Section 6.01(g) or (h) or (i) of Section 6.01 hereofabove, 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. If an Event of Default specified in Section 6.01(g) or (h) occurs with respect to the Company and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (hf) or and (ig) of this Section 6.01 hereof with respect to the CompanyIssuer) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and premium, if any, and accrued and unpaid interest and Additional Interest, if any, on all the such Notes to be due and payable immediately by notice in writing to the Company Issuer 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”), and the same shall become immediately due and payable. If Notwithstanding the foregoing, if an Event of Default specified in clauses (hf) or and (ig) of Section 6.01 hereof above with respect to the Issuer occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest and Additional Interest, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in principal amount of the Notes outstanding by notice to the Trustee may rescind and cancel such declaration with respect to the Notes an acceleration and its consequences if: (i) if the rescission would not conflict with any judgment or decree, decree of a court of competent jurisdiction; (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 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 Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (hf) or and (ig) of Section 6.01 hereof6.01, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel stating 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 the event of any Event of Default specified in Section 6.01(d), such Event of Default and all consequences thereof shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the 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 of such Indebtedness 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.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clauses (hSection 6.01(a)(5) or (i) of Section 6.01 hereof with respect to the Companyabove) occurs and is continuing, continuing the Trustee by notice to either Issuer or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may under this Indenture by written notice to either Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest interest, including Additional Amounts, if any, on all the outstanding Notes under this Indenture to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest, including Additional Amounts, if any, will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(a)(4) has occurred and is continuing, the declaration of acceleration of the Notes shall ipso facto be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest, including Additional Amounts, if any, on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. (b) If an Event of Default described in Section 6.01(a)(5) above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (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 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 theretoHolders.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Company) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same same: (i) shall become immediately due and payablepayable or (ii) if there are any amounts outstanding under the Credit Facility, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facility 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 clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 the Notes may rescind and cancel such declaration with respect to the Notes and its consequences consequences: (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 or 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 advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses clause (hf) or (ig) 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.

Acceleration. If an any Event of Default (with respect to the Debentures of any series other than an Event of Default specified in clauses under clause (hd) or (ie) of Section 6.01 hereof with respect to the Company) 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 Notes may declare the principal of of, and any accrued interest on on, all the Notes to be Debentures of that series due and payable immediately by notice to the Company (and to the Trustee if given by Holders); provided that in writing 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 aggregate liquidation amount of the outstanding Capital Securities of that Trust shall have such right by a notice to the Company and the Trustee (if given by the Holders) specifying the respective Event Trustee. Upon any such declaration such series of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same Debentures shall become immediately due and payablepayable immediately. If an Event of Default specified in clauses clause (hd) or (ie) of Section 6.01 hereof occurs and is continuing6.1 occurs, then all unpaid the principal of, and premiumany accrued interest on, if any, and accrued and unpaid interest on all the outstanding Notes 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 HolderDebentureholders. At The foregoing paragraph, however, is subject to the condition that if, 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 the Notes may rescind Debentures of that series shall have been so declared due and cancel such declaration with respect to the Notes payable, and its consequences (i) if the rescission would not conflict with before any 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 extent decree for the payment of such interest is lawfulthe moneys due shall have been obtained or entered as hereinafter provided, interest on overdue 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 overdue principalthe principal of and premium, if any, on all Debentures of that series which has 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 aggregate principal amount of the Debentures of that series then outstanding, 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 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 the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 Debentures; but no such rescission and annulment shall extend to or shall affect any subsequent Default default, or shall impair any right consequent theretothereon.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of of, and accrued interest on on, all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payablepayable or (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 clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on on, all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (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 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances advances, and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses clause (hf) or (ig) 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.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing provided, however, that if any Indebtedness or Obligation is outstanding pursuant to the Company New Credit Facility, upon a declaration of acceleration by the holders of the Notes or the Trustee, all principal and interest under this Indenture shall be due and payable upon the earlier of (x) the day five Business Days after the provision to the Company, the Credit Agent and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “such written notice of acceleration” acceleration or (y) the “Acceleration Notice”)date of acceleration of any Indebtedness under the New Credit Facility; and provided, and further, that in the same shall become immediately due and payable. If event of an acceleration based upon an Event of Default specified set forth in clauses clause (hvi) 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 (iviii) and (ix) of Section 6.01 hereof occurs and is continuing6.1 hereof, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the 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 ipso facto also become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (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 or interest that has become due solely because of the acceleration, (iii) to the extent permitted by law upon 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 acceleration of the cure or waiver of Notes. If an Event of Default occurs prior to March 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the type described Company with the intention of avoiding the prohibition on redemption of the Notes prior to March 15, 2003, then the amount payable in clauses (h) or (i) respect of Section 6.01 hereofsuch 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 Trustee shall have received an Officers’ Certificate principal amount that would otherwise be due but for the provisions of this sentence, plus accrued and an Opinion unpaid interest and Liquidated Damages, if any, to the date 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.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 clauses (hSection 7.01(k) or (il) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company and the Trustee, or the Holders holders of at least 25% in principal amount of the outstanding Notes then outstanding Notes hereunder determined in accordance with Section 9.04 by notice to the Company, may declare the principal of and accrued interest but unpaid Interest on all the Notes to be due and payable immediately by notice in writing to the Company payable. Upon such a declaration, such principal 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”), and the same interest shall become immediately be due and payablepayable immediately. If an Event of Default specified in clauses (hSection 7.01(k) or (il) with respect to the Company occurs, the principal of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest Interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderholders. At 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 declaration 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 respect 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 as described 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 preceding paragraph, the Holders holders of a majority in aggregate principal amount of the Notes may rescind and cancel such declaration with respect then outstanding, by written notice to the Notes Company and its consequences (i) if to the rescission would not conflict with any judgment Trustee, may waive all defaults 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 extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by rescind and annul such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee and its reasonable compensation consequences; but no such waiver or rescission and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure annulment shall extend to or waiver of an shall affect any subsequent default or Event of Default of the type described in clauses (h) Default, or (i) of Section 6.01 hereof, shall impair any right consequent thereon. In case 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 proceeded to enforce any right consequent theretounder 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 though no such proceeding had been taken.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of of, and accrued interest on on, all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payablepayable or (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 clauses clause (hf) or (ig) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on on, all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (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 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses clause (hf) or (ig) 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.

Acceleration. If an Event of Default specified in Section 6.01(6) or Section 6.01(7) with respect to the Issuer occurs, all outstanding Notes shall become immediately due and payable without any further action or notice. If an Event of Default (other than an Event of Default specified in clauses (hSection 6.01(6) or (iSection 6.01(7) of Section 6.01 hereof with respect to the CompanyIssuer) occurs shall have occurred and is continuingbe continuing under this Indenture, the Trustee Trustee, by written notice to the Issuer, or the Holders of at least twenty-five percent (25% %) in aggregate principal amount of the Notes then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of and accrued interest on all amounts owing under the Notes to be due and payable immediately by payable, which notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective shall specify each applicable Event of Default and that it is a “notice of acceleration” (the an “Acceleration Notice”). Upon proper delivery of an Acceleration Notice, and the same shall become immediately due and payable. If an Event aggregate principal of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without immediately, but, in any declaration case, only if one or other act on the part more of the Trustee or any Holder. At any time Events of Default specified in such Acceleration Notice are then continuing; provided, however, that after a such declaration of acceleration with respect to the Notes as described in the preceding paragraphacceleration, but before a judgment or decree based on acceleration, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes may may, on behalf of all of the Holders, rescind and cancel annul such declaration with respect to the Notes of acceleration and its consequences consequences: (i1) if the rescission would not conflict with any judgment or decree, ; (ii2) if all existing Events of Default have been cured or waived (except nonpayment of principal or and interest that has become due solely because of the such declaration of acceleration, ); (iii3) 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, ; (iv4) if the Company Issuer has paid to the Trustee its reasonable compensation and reimbursed the Trustee for of its expenses, disbursements and advances and advances; (v5) in the event of the a cure or waiver of an Event of Default of the type described set forth in clauses (hSection 6.01(6) or (i) of Section 6.01 hereof6.01(7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No ; and (6) no such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default with respect to the Notes (other than an Event of Default specified in clauses (hSection 6.01(a)(xi) or (ixii) of Section 6.01 hereof with respect to the Companyabove) occurs and is continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may by written notice to the Issuer (and to the Trustee if such notice is given by the Holders) may, and the Trustee, upon the written request of such Holders, shall, declare the principal of amount of, premium, if any, and any Additional Amounts and accrued interest on all of the outstanding Notes immediately due and payable, and upon any such declaration all such principal amounts payable in respect of the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. . (b) If an Event of Default specified in clauses (hSection 6.01(a)(xi) or (ixii) of Section 6.01 hereof above occurs and is continuing, then all unpaid the principal of, and premium, if any, and Additional Amounts and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (c) At any time after a declaration of acceleration with respect to under this Indenture, but before a judgment or decree for payment of the Notes as described in money due has been obtained by the preceding paragraphTrustee, the Holders of a majority in aggregate principal amount of the Notes outstanding Notes, by written notice to the Issuer and the Trustee, may rescind and cancel such declaration with respect to the Notes of acceleration and its consequences if: (i) if the rescission would not conflict Issuer has paid or deposited with any judgment or decree, the Trustee a sum sufficient to pay: (iiA) 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 extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principalAdditional Amounts, which if any, on all Notes then outstanding; (B) all unpaid principal of and premium, if any, on any outstanding Notes that has become due otherwise than by such declaration of acceleration, has been paidand interest thereon at the rate borne by the Notes; (C) to the extent that payment of such interest is lawful, interest upon overdue interest and overdue principal at the rate borne by the Notes; and (ivD) if the Company has all sums paid or advanced by the Trustee its reasonable compensation under this Indenture and reimbursed the Trustee for its properly incurred compensation, expenses, disbursements and advances and (v) in the event of the cure Trustee, its agents and counsel; (ii) the rescission would not conflict with any judgment or waiver decree of an Event a court of Default competent jurisdiction; and (iii) all Events of Default, other than the type described in clauses (h) or (i) non-payment of Section 6.01 hereofamounts of principal of, premium, if any, and any Additional Amounts and interest on the Trustee shall Notes that have received an Officers’ Certificate and an Opinion become due solely by such declaration of Counsel that such Event of Default has acceleration, have been cured or waivedwaived as provided in Section 6.04. No such rescission shall affect any subsequent Default default or impair any right consequent theretothereon.

Acceleration. If an any Event of Default (with respect to the Debentures of any series other than an Event of Default specified in clauses under clause (hd) or (ie) of Section 6.01 hereof with respect to the Company) 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 Notes may declare the principal of of, and any accrued interest on on, all the Notes to be Debentures of that series due and payable immediately, 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 aggregate liquidation amount of the outstanding Preferred Securities of that Trust shall have the right to declare the principal of, and any accrued interest on, the Debentures of that series to be immediately due and payable by delivering a 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”), and the same shall become immediately due and payableTrustee. If an Event of Default specified in clauses clause (hd) or (ie) of Section 6.01 hereof occurs and is continuingoccurs, then all unpaid the principal of, and premiumany accrued interest on, if any, and accrued and unpaid interest on all the outstanding Notes 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 HolderDebentureholders. At The foregoing paragraph, however, is subject to the condition that if, 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 the Notes may rescind Debentures of that series shall have been so declared due and cancel such declaration with respect to the Notes payable, and its consequences (i) if the rescission would not conflict with before any 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 extent decree for the payment of such interest is lawfulthe moneys due shall have been obtained or entered as hereinafter provided, interest on overdue 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 overdue principalthe principal of and premium, if any, on all Debentures of that series which has 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 (subject to, in the case of any series of Debentures held as assets of a Trust and with respect to which a Security Exchange has not theretofore occurred, such consent of the holders of the Preferred Securities and the Common Securities of such Trust as may be required under the Declaration of Trust of such Trust), by written notice to the Company and to the Trustee, may rescind and annul such declaration and its consequences with respect to that series 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 the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 Debentures; but no such rescission and annulment shall extend to or shall affect any subsequent Default default, or shall impair any right consequent theretothereon.

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 clauses (h) or (i) of Section 6.01 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 sale of all or the Holders of at least 25% in principal amount substantially all of the then outstanding Notes may declare the principal assets of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company Entities on a consolidated basis to an unrelated person or entity, (b) a merger, reorganization or consolidation in which the outstanding shares of capital stock of the Ultimate Corporate Parent are converted into or exchanged for securities of the successor entity and the Trustee holders 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 such transaction, (if given by c) the Holderssale 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) specifying any other transaction in which the respective Event owners of Default and that it is the Ultimate Corporate Parent’s outstanding voting power immediately prior to such transaction do not own, in substantially the same proportions, a “notice majority of acceleration” the outstanding voting power of the successor entity immediately upon completion of the transaction (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (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 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type events described in clauses (ha) through (d), a “Sale”) or (e) an IPO in connection with which (i) the Director ceases to serve as the Chairman of Section 6.01 hereofthe Ultimate Corporate Parent Board (or, in the Trustee shall have received 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 Officers’ Certificate advisor through the date that is four (4) full years after the Vesting Commencement Date on fair and an Opinion of Counsel that reasonable terms and in a manner that, if Director were to accept such Event of Default has been cured or waived. No such rescission shall affect offer, would result in the Initial Option and any subsequent Default or impair any right consequent theretoAdditional Options continuing to vest following the Director ceasing to serve as Chairman.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses clause (h7) or (i) 8) of Section 6.01 hereof with respect to the Company6.01) occurs and is continuingcontinuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately Outstanding, by written notice in writing to the Company (and to the Trustee (if such notice is given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), may, and the same shall become immediately due and payable. If an Event Trustee at the request of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuingsuch Holders shall, then all unpaid declare the principal of, and premium, if any, and accrued and unpaid interest on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued and unpaid interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) 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 (5) shall be remedied or cured by the Company or the relevant Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. (b) If an Event of Default specified in clause (7) or (8) above occurs with respect to the Company or any Restricted Subsidiary, the principal of, premium, if any, and accrued and unpaid interest on the Notes then outstanding Notes shall ipso facto automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and cancel such annul a declaration with respect to the Notes of acceleration and its consequences if (ix) 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 (y) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, and (iiz) 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 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 to the Trustee its reasonable compensation all fees, expenses and reimbursed amounts owed to the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that connection with such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretoDefault.

Acceleration. If an Upon the happening of any Event of Default (other than an Event of Default as specified in clauses (hSection 6.01(e) or (if) of Section 6.01 hereof with respect to the Company) occurs and is continuing), the Trustee Trustee, by written notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Securities then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately outstanding, by written notice in writing to the Company Trustee and the Trustee (if given by the Holders) Company, in each case specifying the respective Event of Default and that it is a “"notice of acceleration” (", may declare the “Acceleration Notice”)Accreted Value of all of the Securities to be due and payable immediately, and upon which declaration, all amounts payable in respect of the same 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 clauses (hSection 6.01(e) or (if) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes such amount shall ipso facto IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolder of Securities. At any time after a declaration of 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 Notes Securities then outstanding, by written notice to the Company and the Trustee, may rescind and cancel such declaration with respect to the Notes and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) if all sums paid or advanced by the rescission would not conflict with any judgment or decreeTrustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) interest, if all existing Events any, at the rate of Default have been cured or waived except nonpayment of principal or interest 15% per annum that has become due solely because accrued on the Accreted Value of all Securities from the accelerationdate of such declaration to the date of such payment or deposit with the Trustee, (iii) to the extent the payment Accreted Value of such interest is lawful, interest on overdue installments of interest and overdue principal, any Securities which has have become due otherwise than by such declaration of acceleration, has been paid, and (iv) to the extent that payment of such interest is lawful, interest, if any, at the Company rate of 15% per annum that has paid accrued on the Trustee its reasonable compensation and reimbursed Accreted Value of any Securities which have become due otherwise than by such declaration of acceleration; (b) the Trustee for its expenses, disbursements and advances rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (vc) in all Events of Default, other than the event non-payment of principal of, and interest, if any, on the cure or waiver Securities that have become due solely by such declaration of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereofacceleration, 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 Event of Default or impair any right consequent theretosubsequent therein.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses clause (hf), (g), (j) or (ik) of Section 6.01 hereof with respect to the Company6.01) occurs and is continuing, the Trustee or then the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may Debt Securities of any series may, by written notice, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Debt Securities of such series shall, declare the principal of and of, premium, if any, accrued interest and any other amounts (including, Additional Amounts, if any), on all the Notes Debt Securities of such series to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. Upon any such declaration such amounts shall become due and payable immediately. If an Event of Default specified in clauses clause (hf), (g), (j) or (ik) of Section 6.01 hereof 7.01 occurs and is continuing, then all unpaid the principal of, and premium, if any, accrued interest and accrued and unpaid interest any other amounts on all the outstanding Notes Debt Securities shall ipso facto automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after . (b) After a declaration of acceleration with respect to the Notes as described in the preceding paragraphof Debt Securities of any series, the Holders of a majority in aggregate principal amount of outstanding Debt Securities of such series may, by notice to the Notes may Trustee, rescind and cancel such declaration of acceleration if all existing Events of Default with respect to the Notes Debt Securities of such series have been cured or waived, other than nonpayment of principal of, premium, if any, and its consequences (i) accrued interest on the Debt Securities of such series, that has become due solely as a result of the acceleration thereof, and if the rescission of acceleration would not conflict with any judgment or decree, . Past defaults under this Indenture (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 extent a default in the payment of such interest is lawfulthe principal of, premium, if any, or interest on overdue installments the Debt Securities of interest and overdue principal, any series issued hereunder or in respect of a covenant or provision which has become due otherwise than by such declaration cannot be modified or amended without the consent 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 all Holders of the cure or waiver Debt Securities of an Event such series) may be waived by the Holders of Default a majority in aggregate principal amount of the type described in clauses (h) or (i) outstanding Debt Securities 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 theretoseries.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof with respect to the CompanyIssuer specified in Section 6.01(j)) occurs and is continuing, then and in every such case (i) the Trustee Trustee, by written notice to the Issuer, or (ii) the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may Notes, by written notice to the Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare all of the unpaid principal of of, and accrued interest Interest, on all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”)payable. Upon such declaration such principal amount, and the same Interest, shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Notes to the contrary, but subject to the provisions of Article XI hereof. If an the Event of Default with respect to the Issuer specified in clauses (hSection 6.01(j) or (i) of Section 6.01 hereof occurs and is continuingoccurs, then all unpaid principal of, and premiumInterest on, if any, and accrued and unpaid interest on all the Notes then outstanding Notes shall ipso facto become and be immediately automatically due and payable payable, subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any Holder. At . (b) Notwithstanding any time after a declaration other provision in this Article VI, if an Event of acceleration with respect Default occurs arising out of the Issuer’s breach of its obligation to file or furnish reports or other financial information as required under Section 4.02 of this Indenture, the Issuer may elect to pay Additional Interest on the Notes as described in the preceding paragraphsole remedy for such Event of Default, and the Trustee and the Holders of a majority in principal amount will not have any right under this Indenture to accelerate the maturity of the Notes may rescind and cancel as a result of any such declaration with respect Event of Default, except as provided below. If elected, the Issuer shall pay Additional Interest to all Holders at a rate equal to 0.50% per annum through the 180th day after the occurrence of such Event of Default (which shall be the 135th day after the end of the 45-day grace period set forth in Section 6.01(g)), or such earlier date on which the Event of Default relating to the Notes and its consequences reporting obligations referred to in this Section 6.02(b) shall have been cured or waived. On the 181st day, such Additional Interest will cease to accrue (i) or earlier, if the rescission would not conflict with any judgment or decree, (ii) if all existing Events Event of Default relating to the reporting obligations referred to in this Section 6.02(b) shall have been cured or waived except nonpayment prior to such 181st day) and, if the Event of principal or interest that has become due solely because Default is continuing on such 181st day, the Notes will be subject to acceleration as provided in Section 6.02(a). The provisions of this Section 6.02(b) will not affect the rights 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) Holders in the event of the cure or waiver occurrence of any other Event of Default, and are separate and distinct from, and in addition to, the obligation of the Issuer to increase the interest rate of, and the amount of Interest payable on, the Notes pursuant to Section 4.09, except as otherwise provided therein. Any Additional Interest paid pursuant to this Section 6.02(b) will be payable at the times and in the manner provided for the payment of regular Interest on the Notes. In order to elect to pay Additional Interest on the Notes as the sole remedy during the first 180 days after the occurrence of an Event of Default of relating to the type described failure to comply with reporting obligations in clauses (h) or (i) of accordance with this Section 6.01 hereof6.02(b), the Issuer must notify all Holders and the Trustee shall have received an Officers’ Certificate and an Opinion Paying Agent of Counsel that such election on or before the close of business on the fifth Business Day after the date on which such Event of Default has been cured first occurs. If the Issuer fails to timely give such notice, does not pay such Additional Interest or waived. No elects not to pay such rescission shall affect any subsequent Default or impair any right consequent theretoAdditional Interest, the Notes will be immediately subject to acceleration as provided in Section 6.02(a).

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (hSection 6.01(g) or (ih)) of Section 6.01 hereof with respect to the Company) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of of, premium, if any, and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) the Trustee specifying the respective Event Events of Default and that it is a “notice of acceleration,” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) ; provided, however, that after such acceleration but before a judgment or (i) of Section 6.01 hereof occurs and decree based on such acceleration is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all obtained by the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphTrustee, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and cancel annul such declaration with respect to the Notes and its consequences acceleration if (i1) if the rescission would not conflict with any judgment or decree, ; (ii2) if all existing Events of Default have been cured or waived except Default, other than nonpayment of principal or interest that has become due solely because of the acceleration, have been cured or waived; (iii3) 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, ; (iv4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and advances; and (v5) in the event of the cure or waiver of an Event of Default of the type described in clauses Section 6.01(g) or (h) or (i) of Section 6.01 hereofabove, 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. If an Event of Default specified in Section 6.01(g) or (h) occurs with respect to the Company and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

Acceleration. If an Event of Default specified in clause (vii) or (viii) of Section 8.01 with respect to the Issuer occurs, all outstanding Notes shall become due and payable without any further action or notice. If an Event of Default (other than an Event of Default specified in clauses clause (hvii) or (iviii) of Section 6.01 hereof 8.01 with respect to the CompanyIssuer) occurs shall have occurred and is continuingbe continuing under this Indenture, the Trustee Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes outstanding, by written notice to the Issuer and the Trustee, may declare the principal of and accrued interest on (an “acceleration declaration”) all amounts owing under the Notes to be due and payable immediately by notice in writing to immediately. Upon such acceleration declaration, the Company and the Trustee (if given by the Holders) specifying the respective Event aggregate principal of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration immediately; provided, however, that after such acceleration, but before a judgment or other act decree based on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphacceleration, the Holders of a majority in aggregate principal amount of the such outstanding Notes may rescind and cancel annul such declaration with respect to the Notes and its consequences acceleration: (i) if If the rescission would not conflict with any judgment or decree, ; (ii) if If all existing Events of Default have been cured or waived except nonpayment of principal or and interest that has become due solely because of the this acceleration, ; (iii) to 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 If the Company Issuer has paid to the Trustee its reasonable compensation and reimbursed the Trustee for of its expenses, disbursements and advances and advances; and (v) in In the event of the a cure or waiver of an Event of Default of the type described set forth in clauses (hSection 8.01(vii) or (i) of Section 6.01 hereofviii), 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.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clauses clause (h5) or (i) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i6) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto will become and be immediately due and payable without further action or notice. If any declaration or other act on the part Event of Default occurs and is continuing, then the Trustee by notice in writing to the Company or the Holders of at least 25% in principal amount of outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable by notice in writing (the “Acceleration Notice”) to the Company and the Trustee, which notice must also specify that it is a “notice of acceleration.” In that event, the Notes will become immediately due and payable. Upon any Holdersuch declaration, the Notes shall become due and payable immediately. 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 the outstanding Notes may rescind and cancel such declaration with respect to the Notes and its consequences consequences: (ia) if the rescission would not conflict with any judgment or decree, ; (iib) 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, ; (iiic) 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, ; (ivd) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and advances; and (ve) in the event of the cure or waiver of an Event of Default of the type described specified in clauses clause (h5) or (i6) of Section 6.01 hereof, ; provided that 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.

Acceleration. If an Event of Default (other than an Event of Default specified described in clauses clause (h) or (i7) of Section 6.01 hereof with respect to the Company6.1) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders holders of at least 25% in principal amount of the then outstanding Notes may by notice to the Issuer and the Trustee, may, and the Trustee at the written request of such holders shall, declare the principal of of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes to be due and payable immediately by notice in writing to the Company payable. Upon such a declaration, such principal, premium and the Trustee (if given by the Holders) specifying the respective Event of Default accrued and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately unpaid interest will be due and payablepayable immediately. If In the event of a declaration of acceleration of the Notes because an Event of Default specified described in clauses clause (h) or (i6) of Section 6.01 hereof occurs 6.1 has occurred and is continuing, then 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 unpaid 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 (ii) pursuant to the terms 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, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (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 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 theretoholders.

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 clauses (hSection 6.01(d) or (ie)) of Section 6.01 hereof with respect to the Company) occurs and is continuing, then in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Notes of that Series may declare the principal amount of and accrued interest and unpaid interest, if any, on all of the Notes of that Series to be due and payable immediately immediately, by a notice in writing to the Company (and to the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same 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 clauses (hSection 6.01(d) or (ie) shall occur, the principal amount (or specified amount) of Section 6.01 hereof occurs and is continuing, then all accrued and unpaid principal of, and premiuminterest, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to the Notes as described in the preceding paragraphany 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 cancel annul such declaration with respect to the Notes and its consequences if (i) if the rescission and annulment would not conflict with any judgment or decreedecree already rendered, (ii) if all existing Events of Default have been cured or waived with respect to that Series (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration) have been cured or waived and all 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 Trustee a sum sufficient to pay (a) any overdue interest on the Notes of such Series, (iiib) 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 extent the payment of such interest is lawfullawful and applicable, 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 at the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) rate specified in the event Notes of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 waivedSeries. No such rescission shall affect any subsequent Event of Default or impair any right consequent theretothereon.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clauses (hSection 6.01(a)(6) or (i) of Section 6.01 hereof with respect to the Companyabove) occurs and is continuing, continuing the Trustee by notice to either Issuer or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may under this Indenture by written notice to either Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest interest, including Additional Amounts, if any, on all the outstanding Notes under this Indenture to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest, including Additional Amounts, if any, will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(a)(5) has occurred and is continuing, the declaration of acceleration of the Notes shall ipso facto be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(5) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest, including Additional Amounts, if any, on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. (b) If an Event of Default described in Section 6.01(a)(6) above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (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 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 theretoHolders.

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 clauses a), (b), (c), (d), (e), (h) or (i) of Section 6.01 hereof 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 or may, and at the Holders written request of at least Bondholders of not less than 25% in principal amount of the Bonds then outstanding Notes may declare shall, by written notice to the principal of Authority and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and declare the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become Bonds to be immediately due and payable. If , whereupon, and upon the occurrence of an Event of Default as specified in clauses clause (hf) or (ig) of Section 6.01 hereof occurs and is continuingthe preceding paragraph without any further notice or action by the Trustee or the Authority, then all unpaid principal ofthe Bonds shall, and premiumwithout further action, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without payable, any declaration provisions hereof or other act on the part of Bonds to the contrary notwithstanding, and the Trustee or any Holder. At any time after a declaration shall give notice of acceleration with respect to the Notes as described in Authority, and shall give notice thereof by mail to the Bondholders. The provisions of the preceding paragraph, however, are subject to the Holders of a majority in condition that if, after the principal amount of the Notes may rescind Bonds shall have been so declared to be due and cancel such declaration with respect to the Notes payable, and its consequences (i) if the rescission would not conflict with before any 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 extent decree for the payment of such interest is lawfulmoneys due shall have been obtained or entered as hereinafter provided, interest on overdue 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 overdue principal, the principal of any and all Bonds which has 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 accelerationinterest, has been paid, (ivat the rate per annum specified herein) if the Company has paid the Trustee its and such amounts as shall be sufficient to cover reasonable compensation and reimbursed reimbursement of expenses payable to the Trustee for its expensesand any paying agent, disbursements tender agent and advances registrar, and (v) in the event all Events of Default hereunder other than nonpayment of the cure or waiver principal of an Event of Default of the type described in clauses (h) or (i) of Section 6.01 hereof, the Trustee Bonds which shall have received an Officers’ Certificate and an Opinion of Counsel that become due by said declaration shall have been remedied, then, in every such case, such Event of Default has been cured shall be deemed waived and such declaration and its consequences rescinded and annulled, and the Trustee shall promptly give written notice of such waiver, rescission or waived. No annulment to the Authority and the Company, and shall give notice thereof to the Bondholders; but no such waiver, rescission and annulment shall extend to or affect any subsequent Event of Default or impair any right or remedy consequent theretothereon; provided, however, that if any First Mortgage Bonds shall have been delivered in connection with the Bonds, any waiver of “default” under the First Mortgage and a rescission and annulment of its consequences shall constitute a waiver of the corresponding Event of Default under this Agreement and a rescission and annulment of the consequences thereof, and the Trustee shall promptly give written notice of such waiver, rescission and annulment to the Authority and the Company, and notice to the Bondholders in the same manner as a notice of redemption under Section 4.04; but no such waiver, rescission and annulment shall extend to or affect any subsequent default or Event of Default or impair any right or remedy consequent thereon.

Acceleration. If an Event Notwithstanding any other provision of Default this Award to the contrary, all or any part of the Restricted Share Bonus Award not theretofore vested shall vest: (a) upon the occurrence of such special circumstance or event as in the opinion of the Committee merits special consideration, or (b) upon a Change in Control (as defined below) in which case the date on which such immediate exercisability and accelerated vesting shall occur shall be the date of the occurrence of the Change in Control; provided, however, that with respect to any portion of this Award that vests on and after January 1, 2005, such accelerated vesting shall in no way affect the exercise date applicable to such portion under the terms of the Master Exchange Agreement. A “Change in Control” shall be deemed to have occurred if: (a) any “person” (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than the Company, any trustee or other fiduciary holding securities under an Event employee benefit plan of Default specified the Company, or any company owned, directly or indirectly, by the shareholders of the Company in clauses substantially the same proportions as their ownership of Shares the Company) together with its “affiliates” and “associates” (has such terms are defined in Rule 12b-2 of the Exchange Act) makes a tender or exchange offer for or is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), or has become the beneficial owner during the most recent twelve-month period ending on the date of the most recent acquisition by such person directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s then outstanding securities; or (b) during any period of two consecutive years (not including any period prior to the effective date of this Award), individuals who at the beginning of such period constitute the Board of trust Managers of the Company, and any new Trust Manager (other than a Trust Manager designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this definition) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the Trust Managers then still in office who either were Trust Managers at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or (c) the shareholders of the Company approve a merger or consolidation of the Company with any other company other than (i) a merger or consolidation which would result in the voting securities of Section 6.01 hereof the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as hereinabove defined) acquires more than 25% of the combined voting power of the Company’s then outstanding securities; or (d) the shareholders of the Company adopt a plan of complete liquidation of the Company or approve an agreement for the sale, exchange or disposition by the Company of all or a significant portion of the Company’s assets. For purposes of this clause (d), the term “the sale, exchange or disposition by the Company of all or a significant portion of the Company’s assets” shall mean a sale or other disposition transaction or series of related transactions involving assets of the Company or any subsidiary of the Company (including the stock of any subsidiary of the Company) in which the value of the assets or stock being sold or otherwise disposed of as measured by the purchase price being paid therefore or by such other method as the Board determines is appropriate in a case where there is no readily ascertainable purchase price) constitutes more than 33-1/3% of the Fair Market Value of the Company (as hereinafter defined). For purposes of the preceding sentence, the “Fair Market Value of the Company” shall be the aggregate market value of the outstanding shares of beneficial interest of the Company (on a fully diluted basis) plus the aggregate market value of the Company’s other outstanding equity securities. The aggregate market value of the Common Shares shall be determined by multiplying the number of Common Shares (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement with respect to the Company) occurs and is continuing, the Trustee transaction or the Holders series of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and 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 “notice of acceleration” related transactions (the “Acceleration NoticeTransaction Date”), and ) by the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part average closing price of the Trustee Common Shares for the ten trading days immediately preceding the Transaction Date. The aggregate market value of the Common Shares or any Holderby such other method as the Board of Trust Managers shall determine is appropriate. At any time after Notwithstanding the foregoing, a declaration of acceleration with respect Change in Control shall not be deemed to have occurred if, prior to the Notes as described time a Change in Control would otherwise be deemed to have occurred pursuant to the preceding paragraphabove provisions, the Holders Board of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (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 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 theretoTrust Managers determines otherwise.

Acceleration. If an 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 (other than an Event shall be continuing, any of Default specified in clauses (h) or (i) the Banks may, after compliance with the provisions of paragraph 2 of Section 6.01 hereof with respect to X of this Agreement, declare the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in entire principal amount of the then outstanding Notes may declare the principal all Senior Debt of and accrued interest on all the Notes to be due and payable immediately by notice in writing Pioneer owing 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”)declaring Bank, and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuingtogether with interest accrued thereon, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and to be immediately due and payable without to the declaring Bank. Upon the declaration of any declaration or other act on the part of the Trustee or any Holder. At any time Banks of the occurrence of as Event of Default, after a declaration the declaring Bank has complied with the terms of acceleration with respect 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 Notes as described in the preceding paragraph, the Holders of a majority in principal amount exclusive control of the Notes may rescind Banks at the Agent Bank and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if have access to and use of, all existing Events computer hardware and software and related records, instructions and manuals used by Pioneer or any of Default have been cured or waived except nonpayment its Subsidiaries in connection with the documenting, evidencing, listing, reporting and collecting of principal or interest that has become due solely because 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 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 the cure or waiver occurrence of an Event of Default by any of the type described 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 clauses (h) or (idefault hereunder because of the occurrence of an Event of Default shall, after compliance with the notice requirements of paragraph 2(a) of Section 6.01 hereofX of this Agreement, the Trustee shall have received an Officers’ Certificate and an Opinion give written notice of Counsel that such Event declaration of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretodefault to all other Banks which are parties hereto.

Acceleration. (a) If an Event of Default specified in clause (v) or (vi) of Section 6.01(a) occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) If any Event of Default (other than an Event of Default specified in clauses (hv) or (ivi) of Section 6.01 hereof with respect to the Company6.01(a)) occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes under this Indenture may declare the principal of and accrued interest on all the such Notes to be due and 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 “notice of acceleration,” (the “Acceleration Notice”), and the same shall become immediately due and payable. If . (c) At any time after an Event acceleration of Default specified in clauses the unpaid principal, premium (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, ) and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration has occurred with respect to the Notes as described in the preceding paragraphSection 6.02(a) or (b), the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind and cancel such declaration with respect to the Notes acceleration and its consequences by written notice to the Company and the Trustee: (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 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 its reasonable compensation and reimbursed the Trustee for its expensesexpenses (including the fees and costs of its attorneys), disbursements and advances and advances; and (v) in the event of the cure or waiver of an Event of Default under this Indenture of the type described in clauses clause (hv) or and (ivi) of Section 6.01 hereof6.01(a), 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.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses clause (h5) or (i6) of Section 6.01 5.01 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 the then outstanding Notes Securities by notice to the Company and the Trustee, may declare the principal of and accrued interest on all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all then outstanding Securities to be due and payable immediately. Upon any such declaration the amounts due and payable on the Securities, as determined in accordance with the next succeeding paragraph, shall be due and payable immediately. If an Event of Default specified in clause (5) or (6) of Section 5.01 hereof with respect to the Company occurs, the principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all Securities then outstanding Notes shall ipso facto become and be immediately due and payable without any declaration declaration, notice or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to the Notes Securities has been made and before a judgment for payment of the money due has been obtained by the Trustee as described hereinafter in the preceding paragraphthis Article V provided, the Holders of a majority in principal amount of the Notes outstanding Securities, by written notice to the Company and the Trustee, may rescind and cancel annul such declaration with respect to the Notes and its consequences if: (i1) the Company has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue interest on all Securities, (B) the principal of (and premium, if the rescission would not conflict with any, on) any judgment or decree, (ii) if all existing Events of Default Securities which have been cured or waived except nonpayment of principal or interest that has become due solely because otherwise than by such declaration of acceleration and Liquidated Damages, if any, and any interest thereon at the acceleration, rate or rates prescribed therefor in such Securities or in this Indenture, (iiiC) to the extent the that payment of such interest is lawful, interest on upon overdue installments of interest and overdue principalLiquidated Damages, if any, at the rate or rates prescribed therefor in the Securities or in this Indenture, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default, other than the non-payment of the principal of Securities which has have become due otherwise than solely 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 the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 waivedwaived as provided in Section 5.04. No such rescission shall affect any subsequent Default or impair any right consequent theretothereon. If the maturity of the Securities is accelerated pursuant to this Section 5.02, 100% of the principal amount thereof shall become due and payable plus premium, if any, and accrued interest and Liquidated Damages, if any, to the date of payment.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (ha) or (i) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses clause (hv) or (ivi) of Section 6.01 hereof 6.01(a) occurs and is continuingcontinuing with respect to the Issuer, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) If any Event of Default (other than an Event of Default specified in clauses (v) or (vi) of Section 6.01(a) with respect to the Issuer) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes under this Indenture may declare the principal of, premium, if any, and accrued interest on such Notes to be immediately due and payable by notice in writing to the Issuer and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable. (c) Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders of the Notes (other than a Regulated Bank) (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Issuer 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 have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Default shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such ▇▇▇▇▇▇’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder of the Notes 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. If, following the delivery of a Noteholder Direction, but prior to the acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe that 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 Issuer 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 cure period with respect to such Default 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 the acceleration of the Notes, the Issuer provides 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 (as determined by a final judgment of a court of competent jurisdiction) 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 of the Notes 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 shall be voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default; provided, however, that this shall not invalidate any indemnity or security provided by the Directing Holders to the trustee, which obligations shall continue to survive. 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 bankruptcy or similar proceedings shall not require compliance with this Section 6.02(c). In addition, for the avoidance of doubt, this Section 6.02(c) 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, Position Representation, Verification Covenant, Officers’ Certificate or other document delivered to it pursuant to this Section 6.02(c), 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 Regulated Banks, Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise and shall have no liability for ceasing to take any action or staying any remedy. The Trustee shall have no liability to the Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction or to determine whether any Holder has delivered a Position Representation or that such Position Representation conforms with this Indenture or any other agreement or whether or not any Holder is a Regulated Bank. By their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Issuer in accordance with the terms of this Section 6.02(c). By their acquisition of the Notes, each Holder and subsequent purchaser of the Notes waives any and all claims, in law and/or in equity, against the Trustee and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.02(c), or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Issuer hereby waives any and all claims, in law and/or in equity, against the Trustee, and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.02(c), or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. 68 For the avoidance of doubt, the Trustee will treat all Holders equally with respect to their rights under this Section 6.02(c). In connection with the requisite percentages required under this Section 6.02(c), the Trustee shall also treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been obtained with respect to the initial delivery of the Noteholder Direction. (d) At any time after a declaration of acceleration of the unpaid principal, premium (if any) and accrued and unpaid interest has occurred with respect to the Notes as described in the preceding paragraphSection 6.02(a) or (b), the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind and cancel such declaration with respect to the Notes and its consequences by written notice to the Issuer and the Trustee: (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 principal, premium, if any, or accrued 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 Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expensesexpenses (including the fees and expenses of its counsel), disbursements and advances and advances; and (v) in the event of the cure or waiver of an Event of Default under this Indenture of the type described in clauses clause (hv) or and (ivi) of Section 6.01 hereof6.01(a), 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.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses Section 6.01(g) or (h) or (i) of Section 6.01 hereof with respect to the CompanyIssuer) occurs shall have occurred and is continuingbe continuing under this Indenture, the Trustee Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of and accrued interest on all amounts owing under the Notes to be due and 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 “notice payable. Upon such declaration of acceleration” (, the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event aggregate principal of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration payable; provided, however, that after such acceleration, but before a judgment or other act decree based on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphacceleration, the Holders of a majority in aggregate principal amount of the such outstanding Notes may rescind and cancel annul such declaration with respect to the Notes and its consequences acceleration: (i1) if the rescission would not conflict with any judgment or decree, ; (ii2) if all existing Events of Default have been cured or waived except Default, other than nonpayment of principal or interest that has become due solely because of the acceleration, have been cured or waived; (iii3) 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, ; (iv4) if the Company Issuer has paid all sums paid or advanced by the Trustee hereunder and its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and those of its agents and counsel; and (v5) in the event of the cure or waiver of an Event of Default of the type described in clauses Section 6.01(g) or (h) or (i) of Section 6.01 hereofabove, 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. If an Event of Default specified in Section 6.01(g) or (h) occurs with respect to the Issuer and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any notice, declaration or other act on the part of the Trustee or any Holder.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (hSection 5.01(g) or (i5.01(h) of Section 6.01 hereof with respect to the Companyabove) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in outstanding principal amount of the then outstanding Notes may Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest and unpaid interest, if any, and Additional Interest, if any, on all the Notes Securities to be due and payable immediately by notice in writing to the Company payable. Upon such a declaration, such principal and the Trustee (accrued and unpaid interest and Additional Interest, if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”)any, and the same shall become immediately be due and payablepayable immediately. If an Event of Default specified in clauses (hSection 5.01(g) or (i5.01(h) of Section 6.01 hereof above occurs and is continuing, then all the principal of and accrued and unpaid principal of, and premiuminterest, if any, and accrued and unpaid interest Additional Interest, if any, on all the Securities outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of with no further action by the Trustee or any Holderthe Holders. At any time after a declaration of acceleration with respect Notwithstanding anything herein to the Notes as described in contrary, to the preceding paragraphextent elected by the Company, the sole remedy for an Event of Default relating to the failure by the Company 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 Event of Default, consist exclusively of the right for Holders to receive Additional Interest on the Securities equal to 0.25% per annum of a majority in the principal amount of the Notes may rescind Securities. If the Company so elects, such Additional Interest will be payable in the same manner and cancel on the same dates as the stated interest payable on the Securities. The Additional Interest will accrue on all outstanding Securities from and including the date on which such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events 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 except nonpayment waived). On such 120th day after such Event of principal or interest that has become due solely because of the acceleration, Default (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 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 Trustee its reasonable compensation and reimbursed Securities will be subject to acceleration as provided above. The provisions of this paragraph will not affect the Trustee for its expenses, disbursements and advances and (v) rights of Holders in the event of the cure or waiver occurrence of any other Event of Default. In the event the Company does not elect to pay the Additional Interest upon such Event 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 type described TIA in clauses (h) or (i) of Section 6.01 hereofaccordance with the immediately preceding paragraph, the Company must notify all Holders, the Trustee shall have received and the Paying Agent of such election by delivering to the Trustee an Officers’ Certificate and an Opinion pursuant to Section 3.09 on or before the close of Counsel that business on the date on which such Event of Default has been cured first occurs. Upon the Company’s failure to deliver such Officers’ Certificate or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretopay the Additional Interest specified in the immediately preceding paragraph, the Securities will be subject immediately to acceleration as provided above.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses (hSection 6.01(a)(v) or (i) of Section 6.01 hereof above with respect to the Company) occurs shall have occurred and be continuing and is continuingknown to the Trustee, the Trustee Trustee, by written notice to the Company, or the Holders of at least not less than 25% in principal amount aggregate Principal Amount of the then outstanding Notes may declare the principal Outstanding Securities of and accrued interest on all the Notes to be due and payable immediately that series, by written notice in writing to the Company and the Trustee Trustee, may declare the unpaid principal of (and premium, if given by any) and any accrued and unpaid interest on all the Holders) specifying Securities of the respective affected series to be immediately due and payable. Any such notice shall specify the Event of Default and that it is a “notice Notice of accelerationAcceleration.” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (hSection 6.01(a)(v) or (i) of Section 6.01 hereof above occurs and is continuingwith respect to the Company, then all the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest on all the outstanding Notes Securities shall ipso facto become and be immediately due and payable without any declaration further notice or other act action on the part of the Trustee or any Holder. . (b) At any time after such a declaration of acceleration with respect to the Notes Securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as described hereinafter in the preceding paragraphthis Article VI provided, the Holders of a majority in principal amount Principal Amount of the Notes Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and cancel annul such declaration with respect to the Notes and its consequences if (i) if the rescission would not conflict Company has paid or deposited with any judgment or decree, the Trustee a sum sufficient to pay: (iiA) if all existing Events of Default have been cured or waived except nonpayment of principal or overdue interest that has become due solely because on all of the accelerationSecurities of that series; (B) the principal of (and premium, (iiiif any, on) to the extent the payment Securities of such interest is lawful, interest on overdue installments of interest and overdue principal, that series which has become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in the Securities of that series; (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in the Securities of that series; and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of the Trustee and its agents and counsel and (ii) all Events of Default with respect to the Securities of that series, other than the non-payment of the principal of the Securities of that series which have become due solely 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 the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 waivedwaived as provided in Section 6.04. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent rights relating thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing immediately; PROVIDED, HOWEVER, that if any Indebtedness or Obligation is outstanding pursuant to the Company Credit Facility, upon a declaration of acceleration by the Holders of the Notes or the Trustee, all principal and interest under this Indenture shall be due and payable upon the earlier of (x) the day which is five Business Days after the provision to the Company, the Credit Agent and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “such written notice of acceleration” acceleration or (y) the “Acceleration Notice”)date of acceleration of any Indebtedness under the Credit Facility; and PROVIDED, and FURTHER, that in the same shall become immediately due and payable. If event of an acceleration based upon an Event of Default specified set forth in clauses clause (h) or (ivi) of Section 6.01 hereof occurs 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 is continuingno other Event of Default has occurred during such 30-day period which has not been cured, then 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 unpaid principal of, and premium, if any, and accrued and unpaid interest on all the 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 ipso facto also become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (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 or interest that has become due solely because of the acceleration, (iii) to the extent permitted by law upon 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 acceleration of the cure or waiver of Notes. If an Event of Default occurs prior to March 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the type described in clauses (h) or (i) Company with the intention of Section 6.01 hereofavoiding the prohibition on redemption of the Notes prior to March 15, 2003, then, to the extent permitted by law, the Trustee 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 have received an Officers’ Certificate be set forth below, expressed as percentages of the principal amount that would otherwise be due but for the provisions of this sentence, plus accrued and an Opinion unpaid interest and Liquidated Damages, if any, to the date 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.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 with respect to clauses (h6) or and (i7) of Section 6.01 hereof with respect to the Company) Company or any of its Significant Subsidiaries), occurs and is continuing, then and in every such case, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Notes may declare the principal of amount, together with any accrued and accrued interest unpaid interest, if any, and premium, if any, on all the Notes and Guarantees then outstanding to be due and payable immediately payable, by a notice in writing to the Company (and to the Trustee (Trustee, if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (and upon delivery of such notice the “Acceleration Notice”)principal amount, together with any accrued and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuingunpaid interest, then all unpaid principal ofif any, and premium, if any, on all Notes and Guarantees then outstanding will become immediately due and payable. Upon the occurrence of specified Events of Default specified in clause (6) or (7) of Section 6.01 hereof with respect to the Company or any of its Significant Subsidiaries, the principal amount, together with any accrued and unpaid interest on all the outstanding Notes shall ipso facto and premium and liquidated damages, if any, will immediately and automatically become and be immediately due and payable payable, without the necessity of notice or any declaration or other act on the part of action by the Trustee or any Holder. At any time after a declaration Holders of acceleration with respect to the Notes as described in the preceding paragraphmay not enforce this Indenture, the Notes or the Guarantees except as provided in this Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may rescind direct the Trustee in its exercise of any trust or power. The holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and cancel such declaration with respect place of conducting any proceeding for exercising any remedy available to the Trustee. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the trustee security or indemnity satisfactory to the Trustee against the costs, expenses, losses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes and its consequences (i) if the rescission would not conflict with notice of any judgment continuing Default or decree, (ii) if all existing Events Event of Default have been cured (except a Default or waived except nonpayment Event of Default relating to the payment of principal or interest that has become due solely because of the accelerationinterest, (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, (ivif any) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expensesit determines that withholding notice is in their interest. Notwithstanding clause (3) of Section 6.01 or any other provision of this Indenture, disbursements and advances and (v) in the event of the cure any failure to perform, or waiver of breach of, any covenant or agreement pursuant to Section 4.03, shall not be a Default or an Event of Default of until the type described 121st day after the Company has received the notice referred to in clauses clause (h) or (i3) of Section 6.01 hereof(at which point, unless cured or waived, such failure to perform or breach shall constitute an Event of Default). Prior to such 121st day, remedies against the Company for any such failure or breach will be limited to liquidated damages at a rate per year equal to 0.25% of the principal amount of the Notes from the 60th day following such notice to and including the 120th day following such notice. References in this Indenture to interest due in respect of the Notes shall include any liquidated damages payable pursuant to the immediately preceding sentence. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee shall have received may, on behalf of all of the Holders of all the Notes, rescind an Officers’ Certificate and an Opinion of Counsel that such acceleration or waive any existing Default or Event of Default has been cured or waived. No such rescission shall affect any subsequent and its consequences hereunder, except a continuing Default or impair any right consequent theretoEvent of Default in the payment of principal of, premium, if any, or interest on the Notes or the Guarantees.

Acceleration. If an Event of Default occurs and is continuing (other than an Event of Default specified referred to in clauses (hSection 6.01(6) or (i) of Section 6.01 hereof with respect to the Company) occurs and is continuing6.01(7)), then in every such case the Trustee or the Holders of at least 25% in principal amount of Controlling Party (or, from and after the then outstanding Notes Disposition Date, the Applicable Holders) may declare the principal amount of and accrued interest and unpaid interest, if any, on all of the Notes to be due and payable immediately immediately, by a notice in writing to the Company (and to the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same upon any such declaration such principal amount and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in clauses (hSection 6.01(6) or (i6.01(7) shall occur, the principal amount of Section 6.01 hereof occurs and is continuing, then all accrued and unpaid principal of, and premiuminterest, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to any Notes has been made and before a judgment or decree for payment of the Notes money due has been obtained by the Trustee as described hereinafter provided in the preceding paragraphthis Article 6, the Holders of a majority in principal amount of Controlling Party, by written notice to the Notes Company and the Trustee, may rescind and cancel annul such declaration with respect to the Notes of acceleration and its consequences (i) if the rescission recession would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default with respect to Notes, other than the non-payment of the principal and interest, if any, of Notes which 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 theretothereon. If the Notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including an Event of Default under clause (6) or (7) of Section 6.01 hereof) (each an “Acceleration Event”), the amount of principal of and premium on the Notes that becomes due and payable shall equal 100% of the aggregate principal amount of the Notes plus the Applicable Premium applicable at the time of such Acceleration Event, as if such Acceleration Event were an optional redemption of the Notes accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if an Acceleration Event occurs, the Applicable Premium applicable with respect to an optional redemption of the Notes shall also be due and payable at the time of such Acceleration Event as though the Notes had been optionally redeemed in full at the time of such Acceleration Event and shall constitute part of the Note Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s loss as a result thereof. If the Applicable Premium becomes due and payable, it shall be deemed to be principal of the Notes, and interest shall accrue on the full aggregate principal amount of the Notes (including the Applicable Premium) from and after the occurrence of an Acceleration Event, including in connection with an Event of Default under clause (6) or (7) of Section 6.01 hereof. The Applicable Premium payable above shall be presumed to be the liquidated damages sustained by each Holder of the Notes as the result of the acceleration of the Notes and the Company agrees that it is reasonable under the circumstances currently existing. The Applicable Premium shall also be payable in the event the Notes (and/or this Indenture) are satisfied, released or discharged by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other similar means. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between the Holders of the Notes and the Company giving specific consideration in this transaction for such agreement to pay the Applicable Premium; and (D) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the Applicable Premium to the Holders of the Notes as herein described is a material inducement to the Holders to purchase the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (hunder Section 8.01(7) or (i8.01(8)) of Section 6.01 hereof with respect to the Company) on a Series occurs and is continuing, the Trustee by notice to the Company and the Person or Persons designated to receive notices for the Agent (or other Person acting on behalf of the banks) under the Revolving Credit Agreement, or the Holders of at least 25% in principal amount of the then outstanding Notes Securities of the Series by notice to the Company, the Trustee and such Person or Persons (either such notice is referred to herein as an "Acceleration Notice") may declare the unpaid principal of and accrued and unpaid interest on all the Notes Securities of the Series to be due and payable immediately if, with respect to such Series, (i)(a) no Designated Senior Debt of the Company or the Guarantor is outstanding, or (b) if the Securities of the Series are not subordinated to other indebtedness of the Company, immediately, or (ii) if Designated Senior Debt of the Company or the Guarantor is outstanding and the Securities of the Series are subordinated to other indebtedness of the Company, upon the earlier of (A) ten days after such Acceleration Notice is received by notice in writing to the Company and (B) the Trustee (if given by acceleration of any Senior Indebtedness of the Holders) specifying Company or the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payableGuarantor. If an Event of Default specified in clauses (hSection 8.01(7) or (i8.01(8) of Section 6.01 hereof occurs and is continuingoccurs, then all the unpaid principal of, and premium, if any, of and accrued and unpaid interest on all the Securities then outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the The Holders of a majority in principal amount of the Notes Securities of the Series by notice to the Trustee may rescind and cancel such declaration with respect to the Notes or acceleration and its consequences (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 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 rescission would not conflict with any judgment or decree. The Company has paid and the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or Guarantor (i) agree, promptly after execution of Section 6.01 hereofthis Indenture, to notify the Trustee shall have received in writing of the Person or Persons referred to in the first sentence of this Section 8.02 and (ii) agree, promptly after any change thereof, to so notify the Trustee. Any failure by the Trustee or holders of Securities to give an Officers’ Certificate and an Opinion Acceleration Notice to such Person or Persons will not affect the substance or validity of Counsel the Acceleration Notice provided that such Event it is otherwise given in accordance with the first paragraph of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent theretothis Section 8.02.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses (hSection 6.01(6) or (i7) of Section 6.01 hereof with respect to the Company) occurs shall occur and is continuingbe continuing and has not been waived, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of and premium, if any, accrued interest on all the Notes to be due and 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 “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. . (b) If an Event of Default specified in clauses (hSection 6.01(6) or (i7) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (c) At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphparagraphs, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences consequences: (i1) if the rescission would not conflict with any judgment or decree, ; (ii2) if all existing Events of Default have been cured or waived except nonpayment of principal principal, premium, if any, or interest that has become due solely because of the acceleration, ; (iii3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principalprincipal and premium, if any, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances its advances; and (v5) in the event of the cure or waiver of an Event of Default of the type described in clauses (hSection 6.01(6) or (i) of Section 6.01 hereof7), 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.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (h) or (i) of If any Default described in Section 6.01 hereof 7.6 or 7.7 occurs with respect to the Company) occurs and is continuingBorrower, the Trustee 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 Obligations shall immediately become due and payable and Borrower shall be and become unconditionally obligated to pay the same without any election or action on the part of the Administrative Agent, the LC Issuer or any Lender. If any other Default occurs, the Required Lenders (or the Holders of at least 25% in principal amount Administrative Agent with the consent of the then outstanding Notes Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of the LC Issuer to issue Facility LCs, or declare the principal of and accrued interest on all the Notes Obligations to be due and payable immediately by notice in writing to payable, or both, whereupon 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”), and the same Obligations shall become immediately due and payable. If an Event , without presentment, demand, protest or notice of Default specified in clauses any kind, all of which the Borrower hereby expressly waives. (hii) If, within 30 days after acceleration of the maturity of the Obligations or (i) termination of Section 6.01 hereof occurs and is continuing, then all unpaid principal ofthe obligations of the Lenders to make Loans, and premium, if any, the obligation and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part power of the Trustee LC Issuer to issue Facility LCs, as a result of any Default (other than any Default as described in Section 7.6 or any Holder. At any time after a declaration of acceleration 7.7 with respect to the Notes as described in Borrower) and before any judgment or decree for the preceding paragraphpayment of the Obligations due shall have been obtained or entered, the Holders of a majority Required Lenders (in principal amount of their sole discretion) shall so direct, the Notes may Administrative Agent shall, by notice to the Borrower, rescind and cancel such declaration with respect to the Notes and its consequences (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 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 theretoacceleration and/or termination.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (hSection 6.01(f) or (ig) of Section 6.01 hereof with respect to the CompanyIssuers) occurs and is continuing, the First Lien Trustee by notice to the Issuers or the Holders holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers (with a copy to the First Lien Trustee) may declare the principal of of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable immediately by notice in writing to the Company payable. Upon such a declaration, such principal 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”), and the same interest shall become immediately be due and payablepayable immediately. If an Event of Default specified in clauses (hSection 6.01(f) or (ig) of Section 6.01 hereof occurs and is continuingwith respect to the Issuers occurs, then all unpaid the principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the First Lien Trustee or any Holderholders. At any 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 after a declaration 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 described 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 preceding 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 Holders 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 the outstanding Notes may rescind and cancel any such declaration with respect to the Notes acceleration and its consequences if: (ia) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by the declaration of acceleration, have been cured or waived; and (b) the rescission would not conflict with any judgment or decree, (ii) if all existing Events decree of Default have been cured or waived except nonpayment a court 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in competent jurisdiction. In the event of the cure or waiver of an 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 First Lien Trustee or the holders of any of the type described in clauses (h) or (i) Notes, if within 20 days after such Event of Section 6.01 hereof, Default arose the Trustee shall have received Issuer delivers an Officers’ Certificate and an Opinion of Counsel to the First Lien Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been cured discharged, (y) the holders thereof have rescinded or waived. No waived the acceleration, notice or action (as the case may be) giving rise to such rescission shall affect any subsequent Event of Default or impair (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 right consequent theretosuch events.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clauses (h6) or (i7) of Section 6.01 hereof with respect to the Company6.01(a)) occurs and is continuing, the Trustee by notice in writing specifying the Event of Default and that it is a “notice” to the Company, or the Holders of at least 25% in aggregate principal amount of the then then-outstanding Notes by notice to the Company and the Trustee, may declare the principal of of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes to be due and payable. Upon the effectiveness of such a declaration, such principal, premium, if any, and accrued and unpaid interest, if any, shall be due and payable immediately by notice in writing to immediately. (b) In the Company and event of a declaration of acceleration of the Trustee (if given by the Holders) specifying the respective Notes because an Event of Default described in clause (5) of Section 6.01(a) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the Default triggering such Event of Default pursuant to clause (5) of Section 6.01(a) shall be remedied or cured by the Company or a Subsidiary or waived by the holders of the relevant Indebtedness after the declaration of acceleration with respect thereto and if the annulment of the 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 nonpayment of principal, premium, if any, or interest on the Notes that it is a “notice became due solely because of acceleration” the acceleration of the Notes, have been cured or waived. (the “Acceleration Notice”), and the same shall become immediately due and payable. c) If an Event of Default specified described in clauses (h6) or (i7) of Section 6.01 hereof 6.01(a) occurs and is continuing, then all unpaid the principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect Holders. (d) The Trustee shall not be deemed to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration with respect to the Notes and its consequences (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 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 its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver knowledge of an Event of Default under and until it obtains actual written notification of the type described in clauses (h) or (i) 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 waiveddescribing the circumstances of such and identifying the circumstances constituting such Event of Default. No In order to be effective, such rescission shall affect any subsequent Default or impair any right consequent theretowritten notice must be actually received by a Trust Officer at the Corporate Trust Office; and the notice must state “Notice of Default.”

Acceleration. If an Event of Default specified in clause (xi) or (xii) of Section 8.01 with respect to the Issuer occurs, all outstanding Notes shall become due and payable without any further action or notice. If an Event of Default (other than an Event of Default specified in clauses clause (hxi) or (ixii) of Section 6.01 hereof 8.01 with respect to the CompanyIssuer) occurs shall have occurred and is continuingbe continuing under this Indenture, the Trustee Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes outstanding, by written notice to the Issuer and the Trustee, may declare the principal of and accrued interest on (an “acceleration declaration”) all amounts owing under the Notes to be due and payable immediately by notice in writing to immediately. Upon such acceleration declaration, the Company and the Trustee (if given by the Holders) specifying the respective Event aggregate principal of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration immediately; provided, however, that after such acceleration, but before a judgment or other act decree based on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphacceleration, the Holders of a majority in aggregate principal amount of the such outstanding Notes may rescind and cancel annul such declaration with respect to the Notes and its consequences acceleration: (i) if If the rescission would not conflict with any judgment or decree, ; (ii) if If all existing Events of Default have been cured or waived except nonpayment of principal or and interest that has become due solely because of the this acceleration, ; (iii) to 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 If the Company Issuer has paid to the Trustee its reasonable compensation and reimbursed the Trustee for of its expenses, disbursements and advances and advances; and (v) in In the event of the a cure or waiver of an Event of Default of the type described set forth in clauses (hSection 8.01(xi) or (i) of Section 6.01 hereofxii), 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.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (h5) or (i6) of Section 6.01 hereof with respect to the Company) occurs shall occur and is continuingbe continuing and has not been cured or waived, the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by written notice to the Company with a copy to the Trustee, may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest (including PIK Interest) on all the Notes to be immediately due and 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 “notice of acceleration.” (In the “Acceleration Notice”), and the same shall become immediately due and payable. If case of an Event of Default specified in clauses (h5) or (i6) of Section 6.01 hereof occurs and is continuinghereof, with respect to the Company, then all the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest (including PIK Interest) on all the outstanding Notes shall ipso facto will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 the Notes may rescind and cancel such declaration with respect to the Notes and its consequences by written notice to the Company, if: (i1) if the rescission would not conflict with any judgment or decree, ; (ii2) if all existing Events of Default have been cured or waived waived, except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii3) 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, ; and (iv4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (h) or (i) 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 theretoadvances.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in clauses clause (hvii) or (iviii) of Section 6.01 hereof with respect to the Company6.01) occurs and is continuingcontinuing and has not been waived pursuant to Section 6.04, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately Notes, by notice in writing to the Company (and to the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “"notice of acceleration” " (the “an "Acceleration Notice”)") may declare the unpaid principal of (and premium, if any) and accrued interest to the same date of acceleration on all outstanding Notes to be due and payable immediately and, upon any such declaration, such principal amount (and premium, if any) and accrued interest, notwithstanding anything contained in this Indenture or the Notes to the contrary, shall become immediately due and payable. If an Event of Default specified in clauses clause (hvii) or (iviii) of Section 6.01 hereof occurs and is continuingoccurs, then all unpaid principal of, and premium, if any, of and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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 the Notes may rescind and cancel Any such declaration with respect to the Notes may be rescinded and its consequences annulled by the Holders of a majority in aggregate principal amount of Notes then outstanding by written notice to the Trustee if (i) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) if 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 because by such declaration of the acceleration, (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) 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 the cure or waiver of an a Default or Event of Default of the type described in clauses Section 6.01(vii) and (h) or (i) of Section 6.01 hereofviii), the Trustee shall have has received an Officers’ ' Certificate and an Opinion of Counsel that such Default or Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If Upon the occurrence of an Event of Default described in clause (other than an Event of Default specified in clauses (ha) or (ib) of Section 6.01 8.01 hereof with respect to the Company) occurs and is continuing, the Trustee or may, and, upon the Holders written request of at least the holders of not less than 25% in aggregate principal amount of Bonds then Outstanding, shall, by notice in writing delivered to the then outstanding Notes may Issuer and the Company, declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company Bonds then Outstanding 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”), and the same shall become interest accrued thereon immediately due and payable. If an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs ; and is continuing, then all unpaid such principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto thereupon become and be immediately due and payable without any declaration or other act on payable. Upon the part occurrence and continuance of an Event of Default described in clause (c) of Section 8.01 hereof, and further upon the condition that, in accordance with the terms of the Trustee First Mortgage Bonds Indenture, the First Mortgage Bonds shall have become immediately due and payable pursuant to any provision of the First Mortgage Bonds Indenture, the Bonds shall, without further action, become and be immediately due and payable, anything in this Indenture or any Holder. At any time after a declaration of acceleration with respect in the Bonds to the Notes as described contrary notwithstanding, and the Trustee shall give notice thereof in writing to the preceding paragraphIssuer and the Company. If, after the Holders of a majority in principal amount of the Notes may rescind Bonds has been so declared to be due and cancel such declaration with respect to the Notes payable, all arrears of interest and its consequences (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 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 (if lawful) at the rate per annum borne by the Bonds and overdue principalthe principal and redemption premium, if any, on all Bonds then Outstanding which has shall have become due and payable otherwise than by acceleration, and interest on such principal (if lawful) at the rate per annum borne by the Bonds, and all other sums payable under this Indenture or upon the Bonds, except the principal of, and interest on, the Bonds which by such declaration shall have become due and payable, are paid by the Issuer, and the Issuer also performs all other things in respect of acceleration, has which it may have been paid, (iv) if in default hereunder and pays the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event charges of the cure or waiver of an Event of Default of Issuer, the type described Trustee, the Bondholders and any trustee appointed under law, including the Trustee's reasonable attorneys' fees, then, and in clauses (h) or (i) of Section 6.01 hereofevery such case, the Trustee shall have received an Officers’ Certificate annul such declaration and an Opinion its consequences, and such annulment shall be binding upon all holders of Counsel that Bonds issued hereunder; but no such Event of Default has been cured annulment shall extend to or waived. No such rescission shall affect any subsequent Default default or impair any right or remedy consequent theretothereon. The Trustee shall forward a copy of any such annulment notice pursuant to this paragraph to the Issuer and the Company.

Acceleration. If an Event of Default (other than an Event of Default specified described in clauses clause (h6) or (i7) of Section 6.01 hereof with respect to the Companyhereof) occurs shall have occurred and is be continuing, then the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by written notice in writing to the Company (and to the Trustee (if given by the Holders) specifying may declare to be immediately due and payable the respective Event entire principal amount of Default all the Notes then outstanding plus accrued and that it is a “notice unpaid interest to the date of acceleration” (the “Acceleration Notice”), acceleration and the same shall become immediately due and payable. If an Event of Default specified in clauses (h) ; PROVIDED that after such acceleration but before a judgment or (i) of Section 6.01 hereof occurs and decree based on acceleration is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all obtained by the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraphTrustee, the Holders of a majority in aggregate principal amount of the outstanding Notes may may, under certain circumstances, rescind and cancel annul such declaration with respect to the Notes and its consequences acceleration if (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 Default, other than non-payment of principal principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived as provided in this Indenture, (iiiii) 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, (iviii) if 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 (viv) in the event of the cure or waiver of an Event of Default of the type described in clauses clause (h6) or (i7) 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 shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders.