Common use of Acceleration Clause in Contracts

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of Section 8.1) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in clause (5) or (6) of Section 8.1 occurs, all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. 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 clause (5h) or (6i) of Section 8.16.1 hereof with respect to the Issuers or any Subsidiaries) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, Notes may declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon immediately; provided, that so long as Senior Debt or any commitment therefore is outstanding under the Senior Credit Facility, any such declarationnotice shall not be effective until the earlier of (i) five Business Days after such notice is delivered to the representative for such Senior Debt or (ii) the acceleration of the Senior Debt under the Senior Credit Facility. Notwithstanding the foregoing, and the same shall become and be immediately due and payable. If if an Event of Default specified in clause (5h) or (6i) of Section 8.1 occurs6.1 hereof occurs with respect to the Issuers, any Restricted Subsidiary of the Company that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all unpaid principal of and accrued interest on the Securities then outstanding Notes shall ipso facto become and be immediately due and payable without any declaration further action or other act on the part notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any Holdercontinuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. The Holders of a court majority in aggregate principal amount of competent jurisdiction; and (d) all payments due the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event or Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee quarterly a written statement regarding compliance with this Indenture, and the Company is required upon becoming aware of any predecessor Default or Event of Default, to deliver to the Trustee under Section 9.7 have been made. No a written statement specifying such rescission shall affect any subsequent default Default or impair any right consequent theretoEvent of Default.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.1(4) or (6) of Section 8.15) occurs and is continuing, the Trustee may, by notice Notice to the Company, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the Securities then at the time outstanding may, by notice to the Company and the Trustee, may declare all unpaid principal of and the Issue Price plus accrued interest to Original Issue Discount through the date of acceleration declaration plus accrued any unpaid interest, if any (including contingent interest) on all the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount and accrued and unpaid interest, if any, (including contingent interest) shall be due and payable immediately. If an Event of Default specified in clause Section 6.1(4) or (5) or (6) of Section 8.1 occursoccurs and is continuing, all unpaid principal of the Issue Price plus accrued Original Issue Discount and accrued interest and unpaid interest, if any, (including contingent interest) on all the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. The Holders of a majority in aggregate principal amount Principal Amount at Maturity of the Securities then outstanding at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Issue Price plus accrued Original Issue Discount that have become due solely as a court result of competent jurisdiction; acceleration and (d) if all payments amounts due to the Trustee and any predecessor Trustee under Section 9.7 7.7 have been madepaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto. If the Securities have, at the Company's option, been converted to semiannual coupon Securities as provided in paragraph 1 of the Securities, the amount due upon any acceleration will be the restated principal amount thereof together with accrued and unpaid interest thereon.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.1(vi) or (6vii) of Section 8.1above with respect to the Company) occurs and is continuing, then, and in every such case, unless the principal of all the Securities shall have already become due and payable, either the Trustee may, by notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Securities then outstanding maySecurities, by notice in writing to the Company (and to the TrusteeTrustee if given by Holders), may declare all of the unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) thereon to be due and payable upon any immediately. In the event of a declaration of acceleration because of an Event of Default described in clause (iv) of Section 6.1 above has occurred and is continuing, such declaration, declaration of acceleration shall be automatically annulled if such payment default is cured or waived or the holders of the Indebtedness which is the subject of such event of default have rescinded their declaration of acceleration in respect of such Indebtedness within 60 days thereof and the same shall Trustee has received written notice of such cure, waiver or rescission and no other Event of Default described in clause (iv) of Section 6.1 above has occurred that has not been cured or waived within 60 days of the declaration of such acceleration in respect thereof and if (i) the repayment of Indebtedness or annulment of such acceleration, as the case may be, would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except non-payment of principal or interest which have become and be immediately due and payablesolely due to such acceleration, have been cured or waived. If an Event of Default specified in clause (5Section 6.1(vi) or (6vii) of Section 8.1 with respect to the Company occurs, all unpaid principal of and accrued interest due and payable on all the outstanding Securities then outstanding shall ipso facto 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. The At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained, the Holders of a majority in aggregate principal amount of the Securities then outstanding Securities, by written notice to the Trustee Company and the Trustee, may rescind waive, on behalf of all Holders, a Default or an acceleration and its consequences if Event of Default if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all existing overdue interest on all Securities, (ii) the principal of any Securities which would become due otherwise than by such declaration of acceleration, and interest thereon at the rate borne by the Securities, (iii) to the extent that payment of such interest is lawful, interest on overdue interest at the rate borne by the Securities and (iv) all sums paid or advanced by the Trustee under this Indenture and the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) all Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has have become due solely by such declaration of acceleration, have been cured or waived; (b) to . Notwithstanding the extent previous sentence, no waiver shall be effective for any Default or Event of Default in the payment of the principal of or interest on any Security held by a nonconsenting Holder or any Default or Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each then outstanding Security, unless all such interest is lawfulaffected Holders agree, interest (calculated at the rate per annum borne by the Securities) on overdue installments in writing, to waive such Default or Event of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been madeDefault. No such rescission waiver shall affect cure or waive any subsequent default or impair any right consequent theretothereon. In the event that the maturity of the Securities is accelerated pursuant to this Section 6.2, 100% of the principal amount thereof plus accrued interest to the date of payment shall become due and payable.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.01(5) or (6) of Section 8.1hereof) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount Principal Amount of the Securities then at the time outstanding may, by notice to the Company and the Trustee, may declare all unpaid principal of the Issue Price and accrued interest Original Issue Discount (or, if the Securities have been converted to Semiannual Coupon Debentures, the Restated Principal Amount, plus accrued and unpaid interest) to the date of acceleration declaration on all the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon such a declaration, such Issue Price and accrued Original Issue Discount (or, if the Securities have been converted to Semiannual Coupon Debentures, the Restated Principal Amount, plus accrued and unpaid interest) shall become and be due and payable immediately. If an Event of Default specified in clause (5Section 6.01(5) or (6) of Section 8.1 occurshereof occurs and is continuing, all unpaid principal of the Issue Price and accrued interest on Original Issue Discount (or, if the Securities then outstanding have been converted to Semiannual Coupon Debentures, the Restated Principal Amount, plus accrued and unpaid interest) on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders of a majority in aggregate principal amount Principal Amount of the Securities then outstanding at the time outstanding, by notice to the Company and the Trustee (and without notice to any other Holder), may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Issue Price and accrued Original Issue Discount (or, if the Securities have been converted to Semiannual Coupon Debentures, the Restated Principal Amount, plus accrued and unpaid interest) that have become due solely as a court result of competent jurisdiction; acceleration and (d) if all payments amounts due to the Trustee and any predecessor Trustee under Section 9.7 7.07 hereof have been madepaid. No such rescission shall affect any subsequent default or other Default or Event of Default or impair any right consequent theretoright.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5i) or (6j) of Section 8.16.01 above that occurs with respect to the Company or any Significant Group Member) occurs and is continuingexists under this Indenture, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal Accreted Value amount of the Securities Notes, then outstanding mayoutstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the TrusteeTrustee at the request of such Holders shall, declare all unpaid principal of the Accreted Value of, premium, if any, and accrued interest to the date of acceleration on the Securities then outstanding (if not then Notes to be immediately due and payable) to be due and payable upon any . Upon such declarationa declaration of acceleration, such Accreted Value of, premium, if any, and the same accrued interest shall become and be immediately due and payable. If an Event of Default set forth in clause (e) above exists, such Event of Default shall be automatically rescinded and annulled if, prior to acceleration of the Notes under this Section 6.02, the event of default triggering such Event of Default pursuant to clause (e) shall be cured by the relevant Restricted Group Member or waived by the requisite holders of the relevant Indebtedness within 60 days after the occurrence thereof. If an Event of Default specified in clause (5i) or (6j) of Section 8.1 occursabove exists with respect to the Company, all unpaid principal of or Indebtedness under the New MEFA or New EFA shall have been accelerated prior to its Stated Maturity, the Accreted Value of, premium, if any, and accrued interest on the Securities Notes then outstanding 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. The At any time after such a declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in aggregate principal Accreted Value amount of the Securities then outstanding Notes by written notice to the Trustee Company and to the Trustee, may waive all past Defaults and rescind an and annul such declaration of acceleration and its consequences if (ai) all existing Events of Default, other than the nonpayment non-payment of the principal of Accreted Value of, premium, if any, and accrued interest on the Securities which has Notes that have become due solely by such declaration of acceleration, have been cured or waived; waived as provided in Section 6.04 or the third sentence of this paragraph and (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (cii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. 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 clause (57) or (6) 8) of Section 8.1) 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, Notes may declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon immediately; provided that any such declaration, declaration of acceleration shall not become effective until the earlier of (x) five Business Days after receipt of the acceleration notice by the Bank Agent and the same shall become and be immediately due and payable. If an Event of Default specified in clause (5) Company or (6y) acceleration of Section 8.1 occurs, all unpaid principal of the Indebtedness under the Credit Agreement; provided further that such acceleration shall be automatically rescinded and accrued interest on the Securities then outstanding shall ipso facto become and be immediately due and payable annulled without any declaration or other act further action required on the part of the Trustee or the Holders in the event that any Holderand all Events of Default specified in the acceleration notice under this Indenture shall have been cured, waived or otherwise remedied as provided in this Indenture prior to the expiration of the period referred to in the preceding clauses (x) and (y). Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Trustee may may, on behalf of all of the Holders, rescind an acceleration and its consequences consequences, if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (except nonpayment of competent jurisdiction; principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived. In the event of any Event of Default specified in clause (5) of Section 6.01, such Event of Default and all consequences thereof (dexcluding, however, any resulting payment default) all payments due will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officers' Certificate to the Trustee and stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent theretoevents.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (56) or (67) of Section 8.1) 6.01 hereof, with respect to either the Issuer, any Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, all outstanding Secured Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 2530% in aggregate principal amount of the Securities then outstanding may, Secured Notes by notice to the Company and Issuer (with a copy to the Trustee, Trustee if given by Holders of Secured Notes) may declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Secured Notes to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in clause (5) or (6) of Section 8.1 occurs, all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderimmediately. The Holders of a majority in aggregate principal amount of the Securities then outstanding Secured Notes by written notice to the Trustee may may, on behalf of all of the Holders of all the Secured Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Secured Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Secured Notes (a) all existing Events of Default, other than the except nonpayment of the principal of and accrued principal, premium, if any, or interest on the Securities which has become Secured Notes that became due solely because of the acceleration of the Secured Notes) and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. In the event of a declaration of acceleration of the Secured Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting payment default under this Secured Indenture or the Secured Notes), the declaration of acceleration of the Secured Notes shall be automatically annulled if such Indebtedness is paid or otherwise acquired or retired or the Holders of all Indebtedness described in Section 6.01(4) hereof have rescinded or waived the declaration of acceleration in respect of such Indebtedness within 20 Business Days of the date of such declaration of accelerationacceleration of the Secured Notes, have been cured or waived; (b) to and if the extent annulment of the payment acceleration of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission Secured Notes would not conflict with any judgment or decree of a court of competent jurisdiction; , and (d) all payments existing Events of Default, except non-payment of principal or interest on the Secured Notes that became due solely because of the acceleration of the Secured Notes, have been cured or waived and all amounts owing to the Trustee and any predecessor Trustee under Section 9.7 the Notes Collateral Agent have been made. No such rescission shall affect any subsequent default or impair any right consequent theretopaid.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5f) or (6g) of Section 8.16.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuingcontinuing under this Indenture, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities Notes then outstanding mayoutstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the TrusteeTrustee at the request of such Holders shall, declare all unpaid the principal of of, premium, if any, and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (d) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (d) of Section 6.01 shall be remedied or cured by the Company, the relevant Subsidiary Guarantor or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (5f) or (6g) of Section 8.1 occurs6.01 occurs with respect to the Company or any Subsidiary Guarantor, all unpaid the principal of of, premium, if any, and accrued interest on the Securities Notes then outstanding 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. The Any time after such declaration of acceleration, but before a judgment or decree for the payment of money due has been obtained by the Trustee, the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Trustee Company and to the Trustee, may waive all past defaults and rescind an and annul a declaration of acceleration and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses and disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes, (iii) the principal of and premium, if any, on any Notes that have become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Notes, and (iv) to the extent that payment for such interest is lawful, interest upon overdue interest, if any, at the rate prescribed therefor by such Notes, (b) all existing Events of Default, other than the nonpayment of the principal of of, premium, if any, and accrued interest on the Securities which has Notes that have become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest waived and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. 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 clause (5Section 6.01(g) or (6h) of Section 8.1with respect to Holdings or the Company) occurs and is continuing, the Trustee may, by notice to the Company, Company or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may, by notice to the Company and the Trustee, may declare all unpaid the principal of of, premium, if any, and accrued but unpaid interest to the date of acceleration on all the Securities then outstanding (if not then due and payable) to be due and payable upon any payable. Upon such a declaration, such principal and the same interest shall become and be immediately due and payablepayable immediately. If an Event of Default specified in clause (5Section 6.01(g) or (6h) of Section 8.1 with respect to Holdings or the Company occurs, all unpaid the principal of of, premium, if any, and accrued interest on all the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 Default have been madecured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(f), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (57) or (6) 8) of Section 8.1) 6.01 hereof, with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then then-outstanding may, by notice to the Company and the Trustee, Notes may declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon immediately. Upon any such declaration, and the same Notes shall become and be immediately due and payablepayable immediately. If Notwithstanding the foregoing, if an Event of Default specified in clause (57) or (6) 8) of Section 8.1 occurs6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all unpaid principal of and accrued interest on the Securities then 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 the Trustee or any Holdernotice. The Holders of a majority in aggregate principal amount of the Securities then then-outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (except nonpayment of competent jurisdiction; principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after May 15, 2007 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 Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and (d) all payments be immediately due and payable to the Trustee extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to May 15, 2007, then, upon acceleration of the Notes, an additional premium shall also become and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent thereto.be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): 2002 12.833 % 2003 11.229 % 2004 9.625 % 2005 8.021 % 2006 6.417 %

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (57) or (6) 8) of Section 8.1) 6.01 hereof, with respect to the Issuer, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding mayNotes, by written notice to the Company Issuer (and the Trustee, Trustee if such notice is given by the Holders) may declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon immediately. Upon any such declaration, and the same Notes shall become and be immediately due and payablepayable immediately. If Notwithstanding the foregoing, if an Event of Default specified in clause (57) or (6) 8) of Section 8.1 occurs6.01 hereof occurs with respect to the Issuer, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all unpaid principal of and accrued interest on the Securities then 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 the Trustee or any Holdernotice. The Holders of a at least majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders waive any existing Default or Event of Default and rescind and annul an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; jurisdiction and if all existing Events of Default (dexcept nonpayment of principal, interest or premium, if any, or Additional Interest that has become due solely because of the acceleration) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default cured or impair any right consequent theretowaived.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (5g) or (6h) of Section 8.16.01 hereof with respect to the Company, any Significant Subsidiary that is a Restricted Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Senior Subordinated Note Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, Senior Subordinated Notes may declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Senior Subordinated Notes to be due and payable upon immediately. Upon any such declaration, and the same Senior Subordinated Notes shall become and be immediately due and payablepayable immediately. If Notwithstanding the foregoing, if an Event of Default specified in clause (5g) or (6h) of Section 8.1 occurs6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries that are Restricted Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all unpaid principal outstanding Senior Subordinated Notes shall be due and payable without further action or notice. Holders of and accrued interest the Senior Subordinated Notes may not enforce this Senior Subordinated Note Indenture or the Senior Subordinated Notes except as provided in this Senior Subordinated Note Indenture. If an Event of Default occurs prior to August 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Securities Company with the intention of avoiding the prohibition on redemption of the Senior Subordinated Notes prior to August 1, 2003, then outstanding the premium specified in this Senior Subordinated Indenture shall ipso facto also become and be immediately due and payable without any declaration or other act on to the part extent permitted by law upon the acceleration of the Trustee or any HolderSenior Subordinated Notes. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice Company is required to deliver to the Senior Subordinated Note Trustee may rescind an acceleration annually a statement regarding compliance with this Senior Subordinated Note Indenture, and its consequences if (a) all existing Events the Company is required upon becoming aware of any Default or Event of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to deliver to the extent the payment Senior Subordinated Note Trustee a statement specifying such Default or Event of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent theretoDefault.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.01(3) or (6) of Section 8.14)) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount Principal Amount of the Securities then at the time outstanding may, by notice to the Company and the Trustee, may declare all unpaid principal of the Issue Price and accrued interest Original Issue Discount to the date of acceleration declaration on all the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon such a declaration, such Issue Price and accrued Original Issue Discount shall be due and payable immediately. If an Event of Default specified in clause (5Section 6.01(3) or (64) of Section 8.1 occursoccurs and is continuing, all unpaid principal of the Issue Price and accrued interest Original Issue Discount on all the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders of a majority in aggregate principal amount Principal Amount of the Securities then outstanding at the time outstanding, by notice to the Company and the Trustee (and without notice to any other Securityholder), may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Issue Price and accrued Original Issue Discount that have become due solely as a court result of competent jurisdiction; acceleration and (d) if all payments amounts due to the Trustee and any predecessor Trustee under Section 9.7 7.07 have been madepaid. No such rescission shall affect any subsequent default Default or Event of Default or impair any right consequent thereto.

Acceleration. If Upon the occurrence and continuation of an Event of Default, except for an Event of Default (other than an Event of Default specified described in clause (5) or (6f) of Section 8.1) occurs and is continuing8.01, the Trustee may, may (and if requested by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in clause (5) or (6) of Section 8.1 occurs, all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of less than a majority in aggregate principal amount of the Securities Senior Indebtedness (or if no Senior Indebtedness is then outstanding Outstanding, of Senior Subordinate Indebtedness) then Outstanding shall) by written notice to the Trustee may rescind an acceleration and its consequences if (a) all existing Events of DefaultAuthority, other than declare the nonpayment entire unpaid principal of the Bonds due and payable and, thereupon, the entire unpaid principal of the Bonds shall forthwith become due and payable. Upon any such declaration, on the first Business Day of each month, the Trustee (i) shall pay to the Authority, an amount of Authority Revenues equal to the amount set forth in the applicable Annual Budget prepared in accordance with Section 7.02(g) to pay Current Expenses of the Systems for such month and (ii) shall pay to the Holders of the Bonds and Other System Indebtedness, but only from the remaining Authority Revenues and other moneys herein specifically pledged for payments of Bondholders, the entire unpaid principal of and premium, if any, and accrued interest on the Securities which has become due solely by Bonds and Other System Indebtedness. If at any time after such a declaration and before the entry of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any a final judgment or decree in any suit, action or proceeding instituted on account of a court such default or before the completion of competent jurisdiction; the enforcement of any other remedy under this Agreement, the principal of all Bonds and (d) Other System Indebtedness that have matured or been called for redemption pursuant to any sinking fund provision and all payments due arrears of interest have been paid and any other Events of Default which may have occurred have been remedied, then the Trustee may, by written notice to the Trustee Authority, rescind or annul such declaration and any predecessor Trustee under Section 9.7 have been madeits consequences. No such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent theretothereon. Senior Subordinate Indebtedness may not be accelerated if any Senior Indebtedness is Outstanding. Subordinate Indebtedness may not be accelerated if any Senior Indebtedness or Senior Subordinate Indebtedness is Outstanding.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.01(6) or (67) in respect of Section 8.1the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the Securities then at the time outstanding may, by notice to the Company and the Trustee, may declare all unpaid principal of and the Issue Price plus accrued Original Issue Discount or cash interest (or if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest) through the date of acceleration declaration on all the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount, and such accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in clause (5Section 6.01(6) or (67) occurs in respect of Section 8.1 occursthe Company and is continuing, all unpaid principal of and the Issue Price plus accrued Original Issue Discount or accrued cash interest on (or if the Securities then outstanding have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest) (including contingent interest) on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. The Holders of a majority in aggregate principal amount Principal Amount at Maturity of the Securities then outstanding at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder), may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Issue Price plus accrued Original Issue Discount or accrued cash interest (or, if the Securities have been converted to semiannual coupon notes following a court Tax Event, the Restated Principal Amount, plus accrued interest) that have become due solely as a result of competent jurisdiction; acceleration and (d) if all payments amounts due to the Trustee and any predecessor Trustee under Section 9.7 7.07 have been madepaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (5) 8) or (69) of Section 8.1) 6.01 hereof, with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, Notes may declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon immediately by notice in writing to the Trustee and the Company; provided that so long as any Indebtedness permitted to be incurred pursuant to Credit Facilities shall be outstanding, such acceleration shall not be effective until the earlier of (1) the acceleration of such Indebtedness under Credit Facilities or (2) five business days after receipt by the Company of written notice of such acceleration. Upon any such declaration, and the same Notes shall become and be immediately due and payablepayable immediately. If Notwithstanding the foregoing, if an Event of Default specified in clause (5) 8) or (69) of Section 8.1 occurs6.01 hereof occurs with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all unpaid principal of and accrued interest on the Securities then 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 the Trustee or any Holdernotice. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (except nonpayment of competent jurisdiction; principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after April 1, 2007 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 Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and (d) all payments be immediately due and payable, to the Trustee extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to April 1, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent thereto.be immediately due and payable in an amount, for each of the years beginning on April 1, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): Year Percentage ---- ---------- 2002 .................................................. 11.250% 2003 .................................................. 10.125% 2004 .................................................. 9.000% 2005 .................................................. 7.875% 2006 .................................................. 6.750%

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.01(f) or (6g) with respect to either of Section 8.1the Issuers) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding maySecurities, by notice to the Company and Issuers shall declare that the Trusteeprincipal of, declare all unpaid principal of premium, if any, and accrued but unpaid interest to the date of acceleration on all the Securities then outstanding (if not then is due and payable) to . Upon such a declaration, such principal and interest shall be due and payable upon any such declaration, and the same shall become and be immediately due and payableimmediately. If an Event of Default specified in clause (5Section 6.01(f) or (6g) with respect to either of Section 8.1 the Issuers occurs, all unpaid the principal of of, premium, if any, and accrued interest on all the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (ax) all existing Events the Indebtedness or guarantee that is the basis for such Event of DefaultDefault has been discharged or (y) the holders thereof have rescinded or waived the acceleration, other than notice or action (as the nonpayment case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of and accrued interest on the Securities which has become due solely by as described above be annulled, waived or rescinded upon the happening of any such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent theretoevents.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (5vi) or (6vii) of Section 8.16.01 hereof with respect to the Company, any Significant Restricted Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Restricted Subsidiary) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, Notes may declare the principal of and accrued interest on all the Notes to be due and payable by notice in writing to the Company and the TrusteeTrustee specifying the respective Event of Default and that such notice is a "notice of acceleration" (the "Acceleration Notice"), declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding same (if not then 1) shall become immediately due and payablepayable or (2) to be if there are any amounts outstanding under the Senior Credit Facilities, shall become immediately due and payable upon the first to occur of an acceleration under the Senior Credit Facilities or five Business Days after receipt by the Company and the Representative under the Senior Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. Upon any such declaration, and but subject to the same immediately preceding sentence, the Notes shall become and be immediately due and payablepayable immediately. If Notwithstanding the foregoing, if an Event of Default specified in clause (5vi) or (6vii) of Section 8.1 occurs6.01 hereof occurs with respect to the Company, any Significant Restricted Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Restricted Subsidiary, all unpaid principal of and accrued interest on the Securities then 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 the Trustee or any Holdernotice. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (except nonpayment of competent jurisdiction; principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs 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 Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and (d) all payments be immediately due and payable, to the Trustee extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to July 1, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent thereto.be immediately due and payable in an amount, for each of the years beginning on July 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): Year Percentage ---------------------------- ---------- 2003........................ 112.373% 2004........................ 110.311% 2005........................ 108.249% 2006........................ 106.187%

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clause clauses (5h) or (6i) of Section 8.111.01) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, declare all unpaid principal of of, plus interest (including Contingent Interest and Additional Interest, if any) accrued interest to and unpaid through the date of acceleration on such declaration on, all the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall thereupon become and be immediately due and payable. If an Event of Default with respect to the Company specified in clause (5h) or (6i) of Section 8.1 11.01 occurs, all unpaid principal of, plus interest (including Contingent Interest and Additional Interest, if any) accrued and unpaid through the date of and accrued interest on such default on, all the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration of Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if (a) the rescission would not conflict with any existing order or decree, (b) all existing Events of Default, other than the nonpayment of the principal of of, plus accrued and accrued unpaid interest on (including Contingent Interest or Additional Interest, if any) on, the Securities which that has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest waived and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 12.06 have been made. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.01(i) or (6Section 6.01(j) of Section 8.1with respect to the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may, by written notice to the Company and the Trustee, may declare all unpaid the principal of and accrued but unpaid interest to the date of acceleration on all the Securities then outstanding (if not then due and payable) to be due and payable upon any payable. Upon such a declaration, such principal and the same interest shall become and be immediately due and payablepayable immediately. If an Event of Default specified in clause (5Section 6.01(i) or (6Section 6.01(j) of Section 8.1 with respect to the Company occurs, all unpaid the principal of and accrued interest on all the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders of a majority in aggregate principal amount of the Securities then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and if (di) the Company has paid (or deposited with the Trustee) all payments overdue interest on all the Securities and the principal amount (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) of the Securities that has become due otherwise than by such acceleration or declaration, as well as paid interest upon overdue interest to the extent that payment of such interest is lawful and paid to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and any predecessor Trustee under Section 9.7 advances of the Trustee, its agents and its counsel, and (ii) all existing Events of Default have been madecured or waived except nonpayment of principal (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (57) or (6) 8) of Section 8.16.01 with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee may, by written notice to the Company, Company or the Holders of at least 2530% in aggregate principal amount of the Securities then total outstanding may, Notes by written notice to the Company and the TrusteeTrustee may declare the principal, declare premium, if any, interest and any other monetary obligations on all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon any immediately. Upon the effectiveness of such declaration, such principal of and the same shall become premium, if any, and interest will be immediately due and payablepayable immediately. If Notwithstanding the foregoing, in the case of an Event of Default specified in arising under clause (5) or (67) of Section 8.1 occurs6.01 hereof with respect to the Company, all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto Notes will become and be immediately due and payable without further action or notice. The Trustee may withhold from the Holders notice of any declaration continuing Default, except a Default relating to the payment of principal, premium, if any, or other act on interest, if it determines that withholding notice is in their interest. The Trustee will have no obligation to accelerate the part of the Trustee or any HolderNotes. The Holders of a majority in of the aggregate principal amount of the Securities then outstanding Notes, by written notice to the Trustee Trustee, may rescind an acceleration on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder (except a continuing Default with respect to in the payment of interest on, premium, if (a) all existing Events of Defaultany, other than the nonpayment of or the principal of any Note held by a non-consenting Holder) and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) rescind any acceleration with respect to the extent the payment of Notes and its consequences (except if such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; ). In the event of any Event of Default specified in Section 6.01(5) hereof, such Event of Default and all consequences thereof (dexcluding any resulting payment default, other than as a result of acceleration of the Notes) all payments due to will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if: (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; (2) the requisite holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (3) the default that is the basis for such Event of Default has been cured, waived or is no longer continuing. If a Default for a failure to report or failure to deliver a required certificate in connection with another default (the “Initial Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another default that resulted solely because of that Initial Default will also be cured without any further action. Any Default or Event of Default for the failure to comply with the time periods prescribed in Section 4.03 and Section 4.04 or otherwise to deliver any predecessor Trustee under Section 9.7 have been madenotice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the delivery of any such report required by such covenant or such notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in this Indenture. No such rescission shall affect Any time period in this Indenture to cure any subsequent default actual or impair any right consequent theretoalleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction.

Acceleration. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in clause (54) or (65) of Section 8.16.1 relating to the Company or the Parent or any of their respective Significant Subsidiaries,) occurs then in every such case, unless the principal of all of the Notes shall have already become due and is continuingpayable, either the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities Notes then outstanding mayoutstanding, by notice in writing to the Company (and to the TrusteeTrustee if given by Holders) (an "Acceleration Notice"), may declare all unpaid principal of principal, determined as set forth below, and accrued and unpaid interest to the date of acceleration on the Securities then outstanding (and Liquidated Damages, if not then due and payableany) thereon to be due and payable upon any such declaration, and the same shall become and be immediately due and payableimmediately. If an Event of Default specified in clause (54) or (65) of Section 8.1 6.1 herein relating to the Company or the Parent or any of their respective Significant Subsidiaries occurs, all unpaid principal of and accrued and unpaid interest on the Securities then outstanding (and Liquidated Damages, if any) thereon shall ipso facto become and be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Trustee or any Holderthe Holders. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice Notes generally are authorized to the Trustee may rescind an such acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment non-payment of the principal of of, premium, if any, and accrued interest on the Securities Notes which have become due solely by reason of such acceleration have been cured or waived. (b) Prior to the declaration of acceleration of the maturity of the Notes, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may waive on behalf of all the Holders any Default or Event of Default, and except a Default in the payment of principal of or interest on any Note not yet cured or a Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected. Subject to the provisions of this Indenture relating to the duties of the Trustee, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable security or indemnity. Subject to all provisions of this Indenture and applicable law, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee. (c) At any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of then outstanding Notes, by written notice to the Company and the Trustee, may rescind, on behalf of all Holders, any such declaration of acceleration and its consequences if: (1) the Company has paid or deposited with the Trustee cash sufficient to pay: (a) all overdue interest and Liquidated Damages, if any, on all Notes; (b) the principal of (and premium, if any, applicable to) any Notes which would become due other than by reason of such declaration of acceleration, and to the extent such interest is lawful, interest thereon at the rate borne by the Notes; (c) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; 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 all other amounts due the Trustee under Section 7.7 hereof; and (2) all Events of Default, other than the non-payment of the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the Notes which have become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and waived as provided in Section 6.4 hereof. (d) Notwithstanding clause (c)(2) of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected thereby, unless all payments due such affected Holders agree, in writing, to the Trustee and any predecessor Trustee under Section 9.7 have been madewaive such Event of Default or other event. No such rescission waiver shall affect cure or waive any subsequent default or impair any right consequent theretothereon.

Acceleration. If an Event of Default (other than an Event of Default specified in clause in Section 7.01 (56) or (67) of Section 8.1with respect to the Corporation) occurs and is continuing, the Trustee may, by notice to the CompanyCorporation, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company Corporation and the Trustee, may declare all unpaid the principal of and all the Securities then outstanding, plus accrued but unpaid interest to the date of acceleration on the Securities then outstanding (if not then due and payable) acceleration, to be due and payable upon any payable. Upon such a declaration, such principal and the same interest shall become and be immediately due and payablepayable immediately. If an Event of Default specified in clause (5Section 7.01(6) or (67) of Section 8.1 with respect to the Corporation occurs, all unpaid the principal of and accrued but unpaid interest on all the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an and annul any acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 Default have been madecured or waived except nonpayment of principal, premium (if any) or accrued but unpaid interest that has become due solely because of acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereto. Notwithstanding the foregoing, in the event of a declaration of acceleration in respect of the Securities because of an Event of Default specified in clause (4) of Section 7.01 above, such declaration of acceleration shall be automatically annulled if (a) the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration, notification or action, as applicable, in respect of such Indebtedness, (b) written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Corporation and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders or Person or Persons entitled to take the action described in clause (4) within 30 days after such declaration of acceleration in respect of the Securities, and (c) no other Event of Default has occurred during such 30-day period which has not been cured or waived in accordance with the terms of this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5j) or (6k) of Section 8.16.01) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, Notes by written notice to the Company and the Trustee, may declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon any such declaration, and immediately. In the same shall become and be immediately due and payable. If case of an Event of Default specified in clause (5j) or (6k) of Section 8.1 occurs6.01, with respect to EchoStar, the Company, any Guarantor or any Significant Subsidiary of the Company, all unpaid principal of and accrued interest on the Securities then outstanding Notes shall ipso facto become and be immediately due and payable without any declaration further action or other act on the part notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. The Trustee may withhold from Holders of the Notes notice of any continuing Default or any HolderEvent of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in such Holders' interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (except nonpayment of competent jurisdiction; principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. 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 or its Subsidiaries 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 Section 3.07, an equivalent premium shall also become and (d) all payments be immediately due and payable to the Trustee and any predecessor extent permitted by law. All powers of the Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default this Indenture will be subject to applicable provisions of the Communications Act, including without limitation, the requirements of prior approval for de facto or impair any right consequent theretode jure transfer of control or assignment of Title III licenses.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5k) or (6l) of Section 8.16.01) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, Notes by written notice to the Company and the Trustee, may declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon immediately (plus, in the case of an Event of Default that is the result of an action by EchoStar or any such declarationof its Subsidiaries intended to avoid restrictions on or premiums related to redemptions of the Notes contained in this Indenture or the Notes, and an amount of premium that would have been applicable pursuant to the same shall become and be immediately due and payableNotes or as set forth in this Indenture). If Notwithstanding the foregoing, in the case of an Event of Default specified in clause (5k) or (6l) of Section 8.1 occurs6.01, with respect to EchoStar or any of its Subsidiaries, all unpaid principal of and accrued interest on the Securities then outstanding Notes shall ipso facto become and be immediately due and payable without any declaration further action or other act on the part notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any Holdercontinuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in such Holders' interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (except nonpayment of competent jurisdiction; principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. 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 or its Affiliates 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 Section 3.07, an equivalent premium shall also become and (d) all payments be immediately due and payable to the extent permitted by law. The Company is required to deliver to the Trustee annually a statement regarding compliance with this Indenture, and the Company is required upon becoming aware of any predecessor Default or Event of Default to deliver to the Trustee under Section 9.7 have been madea statement specifying such Default or Event of Default. No such rescission shall affect any subsequent default All powers of the Trustee hereunder will be subject to applicable provisions of the Communications Act, including without limitation, the requirements of prior approval for transfer of control or impair any right consequent theretoassignment of Title III licenses.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.01(5) or (6) of Section 8.1)) occurs and is continuing, the Trustee may, by notice Notice to the Company, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the Securities then at the time outstanding may, by notice to the Company and the Trustee, may declare all the Issue Price plus any accrued and unpaid principal of Contingent Cash Interest and accrued interest to Contingent Additional Principal through the date of acceleration on the Securities then outstanding (if not then due and payable) declaration to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon such a declaration, such Issue Price plus accrued Contingent Additional Principal and the Contingent Cash Interest, if any, shall be due and payable immediately. If an Event of Default specified in clause (5Section 6.01(5) or (6) of Section 8.1 occursoccurs and is continuing, the Issue Price plus accrued and unpaid Contingent Cash Interest and Contingent Additional Principal, if any, on all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. The Holders of a majority in aggregate principal amount Principal Amount at Maturity of the Securities then outstanding at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Issue Price plus accrued and unpaid Contingent Cash Interest and Contingent Additional Principal, if any, that have become due solely as a court result of competent jurisdiction; acceleration and (d) if all payments amounts due to the Trustee and any predecessor Trustee under Section 9.7 7.06 have been madepaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.01(5) or (6) in respect of Section 8.1the Company) occurs and is continuing, the Trustee may, by notice Notice to the Company, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the Securities then at the time outstanding may, by notice to the Company and the Trustee, may declare all unpaid principal of and the Issue Price plus accrued interest to Original Issue Discount through the date of acceleration on declaration, and any accrued and unpaid interest (including contingent interest) through the Securities then outstanding (if not then due and payable) to be due and payable upon any date of such declaration, and on all the same shall become and Securities to be immediately due and payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount, and such accrued and unpaid interest (including contingent interest), if any, shall be due and payable immediately. If an Event of Default specified in clause (5Section 6.01(5) or (6) occurs in respect of Section 8.1 occursthe Company and is continuing, the Issue Price plus accrued Original Issue Discount plus accrued and unpaid interest (including contingent interest), if any, on all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. The Holders of a majority in aggregate principal amount Principal Amount at Maturity of the Securities then outstanding at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Issue Price plus accrued Original Issue Discount plus accrued and unpaid interest that have become due solely as a court result of competent jurisdiction; acceleration and (d) if all payments amounts due to the Trustee and any predecessor Trustee under Section 9.7 7.07 have been madepaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (57) or (6) 8) of Section 8.1) 6.01 occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, Notes may declare all unpaid principal of and accrued interest to amounts owing under the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon immediately by a notice in writing to the Company (and to the Trustee, if given by Holders) specifying the Event of Default and that it is a “notice of acceleration.” Upon any such declaration, the aggregate principal of, premium, if any, and accrued and unpaid interest, if any, on the same outstanding Notes shall become and be immediately due and payable. If an Event Notwithstanding the foregoing, a notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default specified in clause (5) or (6) notice of Section 8.1 occurs, all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto become and acceleration may not be immediately due and payable without any declaration or other act on the part of given by the Trustee or the Holders (or any Holderother action taken on the assertion of any Default) with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or notice of acceleration (or other action). The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Trustee may may, on behalf of all of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences hereunder except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes (a) all existing Events of Default, other than the except nonpayment of the principal of and accrued of, premium on, if any, or interest on the Securities which Notes that has become due solely because of the acceleration); provided the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances. 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 other than a Regulated Bank (each a “Directing Holder”) must be accompanied by a written representation from each such declaration Holder delivered to the Company 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 accelerationa Noteholder Direction relating to the delivery of a notice of Default, have been shall be deemed a continuing representation until the resulting Event of Default is cured or waived; (b) otherwise ceases to exist or the Notes are accelerated. If the Holder is a clearing system or a common safekeeper or its nominee, any Position Representation required hereunder shall be provided by the clearing system or the common safekeeper or its nominee or by the beneficial owner of an interest in such global Note after delivery to the extent Trustee of appropriate confirmation of beneficial ownership satisfactory to the payment Trustee. 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 interest ▇▇▇▇▇▇’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). The Trustee shall have no duty whatsoever to provide this information to the Company or to obtain this information for the Company. In any case in which the Holder is lawfulDTC or its nominee, interest (calculated at the rate per annum borne any Position Representation or Verification Covenant required hereunder shall be provided by the Securities) beneficial owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to conclusively rely on overdue installments such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of interest 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 overdue principalprovides to the Trustee an Officer’s Certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, which has become due otherwise than by at such declaration time, in breach of accelerationits Position Representation, has been paid; (c) and seeking to invalidate any Event of Default that resulted from the rescission would not conflict applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any judgment or decree remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction; and (d) all payments due 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 Officer’s 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 predecessor remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default; provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders to the Trustee which obligations shall continue to survive. For the avoidance of doubt, the foregoing requirements applicable to Noteholder Directions as defined above do not apply to any other directions given by Holders to the Trustee under Section 9.7 this Indenture. With 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 Company in accordance with the terms of this Indenture. 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 Indenture, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Company 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 Indenture, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the preceding two paragraphs. In addition, for the avoidance of doubt, the preceding two paragraphs shall not apply to any Holder that is a Regulated Bank. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s 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. For the avoidance of doubt, the Trustee will treat all Holders equally with respect to their rights under this Indenture. In connection with the requisite percentages required under this Indenture, the Trustee shall also treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been madeobtained with respect to the initial delivery of the Noteholder Direction. No such rescission Any and all other actions that the Trustee takes or omits to take with respect to a Noteholder Direction and all fees, costs and expenses of the Trustee and its agents and counsel arising hereunder and in connection herewith shall affect any subsequent default or impair any right consequent theretobe covered by the Company’s indemnification obligations under this Indenture.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clause clauses (5h) or and (6i) of Section 8.16.01) occurs and is continuing, then and in every such case the Trustee mayTrustee, by written notice to the Company, or the Holders holders of at least 25% in aggregate principal amount of the Securities then outstanding mayConvertible Subordinated Notes, by written notice to the Company and the Trustee, may declare all the unpaid principal of of, premium, if any, and accrued and unpaid interest to and Liquidated Damages, if any, on all the date of acceleration on the Securities then outstanding (if not then due and payable) Convertible Subordinated Notes to be due and payable upon any payable. Upon such declarationdeclaration such principal amount, premium, if any, and the same accrued and unpaid interest and Liquidated Damages, if any, shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article XI hereof. If an any Event of Default with respect to the Company specified in clause clauses (5h) or (6i) of Section 8.1 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Securities Convertible Subordinated Notes then outstanding shall ipso facto become and be immediately automatically due and payable subject to the provisions of Article XI hereof, without any declaration or other act on the part of the Trustee or any Holderholder of Convertible Subordinated Notes. The Holders holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if (a) all existing Events of Default, Default (other than the nonpayment of the principal of or premium, if any, and accrued interest and Liquidated Damages, if any, on the Securities Convertible Subordinated Notes which has become due solely by virtue of such declaration of acceleration, ) have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest waived and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) if the rescission would not conflict with any judgment or decree of a any court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default Default or Event of Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (5g) or (6h) of Section 8.16.01 hereof with respect to the Company, any Significant Subsidiary that is a Restricted Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Senior Note Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, Senior Notes may declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Senior Notes to be due and payable upon immediately. Upon any such declaration, and the same Senior Notes shall become and be immediately due and payablepayable immediately. If Notwithstanding the foregoing, if an Event of Default specified in clause (5g) or (6h) of Section 8.1 occurs6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries that are Restricted Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all unpaid principal outstanding Senior Notes shall be due and payable without further action or notice. Holders of and accrued interest the Senior Notes may not enforce this Senior Note Indenture or the Senior Notes except as provided in this Senior Note 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 Securities Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then outstanding had elected to redeem the Senior Notes pursuant to the optional redemption provisions of this Senior Note Indenture, an equivalent premium shall ipso facto also become and be immediately due and payable without any declaration or other act on to the part extent permitted by law upon the acceleration of the Trustee or any HolderSenior Notes. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice Company is required to deliver to the Senior Note Trustee may rescind an acceleration annually a statement regarding compliance with this Senior Note Indenture, and its consequences if (a) all existing Events the Company is required upon becoming aware of any Default or Event of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to deliver to the extent the payment Senior Note Trustee a statement specifying such Default or Event of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent theretoDefault.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5) or (67) of Section 8.16.1 with respect to the Company) occurs and is continuing, then and in every such case the Trustee may, by notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Securities then outstanding may, by notice to Notes may declare the Company and the Trustee, declare all unpaid principal of the Notes and any accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default (other than the nonpayment of accelerated principal of, premium, if any, or interest on the Notes) have been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (5) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5) of Section 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any such declaration, and judgment or decree of a court of competent jurisdiction obtained by the same shall become and be immediately Trustee for the payment of amounts due and payableon the Notes. If an Event of Default specified in clause (5) or (67) of Section 8.1 occurs6.1 occurs with respect to the Company, all unpaid the principal of and any accrued interest on the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the best interests of the Holders. No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee, and provided indemnity reasonably satisfactory to the Trustee, to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Securities then outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by notice a Holder of a Note directly (as opposed to through the Trustee may rescind an acceleration and its consequences if (aTrustee) all existing Events for enforcement of Default, other than the nonpayment payment of the principal of (and accrued premium, if any) or interest on such Note on or after the Securities which has become respective due solely by dates expressed in such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent theretoNote.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.01(7) or (6) of Section 8.18)) occurs and is continuing, the Trustee may, by notice Notice to the Company, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the Securities then at the time outstanding may, by notice to the Company and the Trustee, may declare all unpaid principal of the Issue Price plus accrued Original Issue Discount and any accrued cash interest (or if the Securities have been converted to semiannual coupon debentures following a Tax Event, the Restated Principal Amount, plus accrued interest) through the date of acceleration declaration (in the case of an Event of Default specified in Section 6.01(1) through (6)) or through the date of the Default (in the case of an Event of Default specified in Section 6.01(7) or (8)) on all the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount and any accrued cash interest (or, if the Securities have been converted to semiannual coupon debentures following a Tax Event, the Restated Principal Amount, plus accrued interest) shall be due and payable immediately. If an Event of Default specified in clause (5Section 6.01(7) or (6) of Section 8.1 occurs8) occurs and is continuing, all unpaid principal of the Issue Price plus accrued Original Issue Discount and any accrued cash interest on (or, if the Securities then outstanding have been converted to semiannual coupon debentures following a Tax Event, the Restated Principal Amount, plus accrued interest) on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. The Holders of a majority in aggregate principal amount Principal Amount at Maturity of the Securities then outstanding at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Issue Price plus accrued Original Issue Discount and any accrued cash interest (or, if the Securities have been converted to semiannual coupon debentures following a court Tax Event, the Restated Principal Amount, plus accrued interest) that have become due solely as a result of competent jurisdiction; acceleration and (d) if all payments amounts due to the Trustee and any predecessor Trustee under Section 9.7 7.06 have been madepaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.01(f) or (6g) of Section 8.1with respect to the Issuer or Holdings I) occurs and is continuing, the Trustee may, by notice to the CompanyIssuer, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company Issuer and the Trustee, may declare all unpaid the principal of and accrued but unpaid interest to the date of acceleration on all the Securities then outstanding (if not then due and payable) to be due and payable upon any payable. Upon such a declaration, such principal and the same interest shall become and be immediately due and payablepayable immediately. If an Event of Default specified in clause (5Section 6.01(f) or (6g) of Section 8.1 with respect to the Issuer or Holdings I occurs, all unpaid the principal of and accrued interest on all the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 Default have been madecured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, 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 thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (5h) or (6i) of Section 8.16.1 hereof with respect to the Issuers or any Subsidiaries) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, Notes may declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon immediately; provided, that so long as Senior Debt or any commitment therefore is outstanding under the Senior Credit Facility, any such declarationnotice shall not be effective until the earlier of (i) five Business Days after such notice is delivered to the representative for such Senior Debt or (ii) the acceleration of the Senior Debt under the Senior Credit Facility. Notwithstanding the foregoing, and the same shall become and be immediately due and payable. If if an Event of Default specified in clause (5h) or (6i) of Section 8.1 occurs6.1 hereof occurs with respect to the Issuers, any Restricted Subsidiary of the Company that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all unpaid principal of and accrued interest on the Securities then outstanding Notes shall ipso facto become and be immediately due and payable without any declaration further action or other act on the part notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any Holdercontinuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. The Holders of a court majority in aggregate principal amount of competent jurisdiction; and (d) all payments due the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event or Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required upon becoming aware of any predecessor Default or Event of Default, to deliver to the Trustee under Section 9.7 have been made. No a written statement specifying such rescission Default or Event of Default. (i) Each of the following sections of Article Seven of the Indenture shall affect any subsequent default or impair any right consequent thereto.be amended as follows (with deleted language marked as stricken and added language underlined):

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5vi) or (6) of Section 8.1above with respect to the Company) occurs and is continuing, then the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may, by notice to the Company written notice, and the TrusteeTrustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Securities shall, declare all unpaid the principal of and amount plus accrued interest to (if any) on all Securities on the date of acceleration on the Securities then outstanding (if not then due and payable) such declaration to be due and payable upon any immediately (the "Default Amount"). Upon such declaration, and the same Default Amount shall become and be immediately due and payablepayable immediately. If an Event of Default specified in clause (5vi) or (6) of Section 8.1 occursabove with respect to the Company occurs and is continuing, all unpaid principal of and accrued interest on then the Securities then outstanding Default Amount 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. After a declaration of acceleration, the Holders of a majority in aggregate principal amount of outstanding Securities may, by notice to the Trustee, rescind such declaration of acceleration if all existing Events of Default have been cured or waived, other than nonpayment of the Default Amount that has become due solely as a result of such acceleration and if the rescission of acceleration would not conflict with any judgment or decree by a court of competent jurisdiction. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding by notice also have the right to waive past defaults hereunder except a default in the Trustee may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment payment of the principal of and accrued of, premium, if any, or interest on the Securities which has become due solely by such declaration of accelerationany Security, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree in respect of a court covenant or a provision which cannot be modified or amended without the consent of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. 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 clause clauses (5g) or and (6h) of Section 8.18.01 hereof) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders Noteholders of at least 25% in aggregate principal amount of the Securities then outstanding may, Notes by notice to the Company and the Trustee, may declare all unpaid the Notes to be due and payable. Upon such declaration, the principal of and accrued and unpaid interest to the date of acceleration on the Securities then outstanding (if not then due and payable) to Notes shall be due and payable upon any such declaration, and the same shall become and be immediately due and payableimmediately. If an Event of Default specified in clause (5g) or (6h) of Section 8.1 8.01 hereof occurs, all unpaid the principal of and accrued and unpaid interest on 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 HolderNoteholder. In the event of a declaration of acceleration hereunder because an Event of Default set forth in paragraph (e) of Section 8.01 has occurred and is continuing, such declaration of acceleration will be automatically annulled if the holders of the indebtedness which is the subject of such Event of Default have waived such Payment Default or rescinded their declaration of acceleration in respect of such indebtedness or if such Payment Default has been cured within 30 days thereof and no other Event of Default has occurred during such 30-day period which has not been cured or waived. The Holders Noteholders of a majority in aggregate principal amount of the Securities then outstanding Notes, by written notice to the Trustee Trustee, may rescind and annul an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all Events of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 Default have been made. No such rescission shall affect any subsequent default cured or impair any right consequent theretowaived except nonpayment of principal or interest that has become due solely because of the acceleration.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (5) 8) or (69) of Section 8.1) 6.01 hereof, with respect to TransMontaigne Partners or any Restricted Subsidiary that is a Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, Notes may declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon immediately provided that no such declaration may be made with respect to any action taken, and reported publicly or to holders, more than two years prior to such declaration. Upon any such declaration, and the same Notes shall become and be immediately due and payablepayable immediately. If a Default occurs for a failure to report or deliver a required certificate in connection with another default (an “Initial Default”) then at the time such Initial Default is cured, such Default for a failure to report or deliver a required certificate in connection with the Initial Default will also be cured without any further action and any Default or Event of Default for the failure to comply with the time periods prescribed under Section 4.03 or otherwise to deliver any notice or certificate pursuant to any other provision of this Indenture will be deemed to be cured upon the delivery of any such report required by such covenant or notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in clause (5) this Indenture. Any notice of Default, notice of acceleration or (6) of Section 8.1 occurs, all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice instruction to the Trustee may rescind an acceleration and its consequences if (a) all existing Events to provide a notice of Default, notice of acceleration or take any other than action (a “Noteholder Direction”) provided by any one or more holders (each, a “Directing Holder”) must be accompanied by a signed Position Representation and Verification Form (in the nonpayment form attached to this Indenture) delivered to TransMontaigne Partners and the Trustee (a “Position Representation and Verification Form”). The Position Representation and Verification Form will contain a representation that the applicable Directing Holder is not (or, in the case such holder is DTC, Euroclear or Clearstream, as applicable, or any of their respective nominees, 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 the delivery of a notice of Default, shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. The Position Representation and Verification Form will also contain a covenant by the applicable Directing Holder to provide TransMontaigne Partners with such other information as TransMontaigne Partners may reasonably request from time to time in order to verify the accuracy of such holder’s Position Representation within five Business Days of a request therefor (a “Verification Covenant”). The Trustee shall have no duty whatsoever to obtain for, or provide such other information to, TransMontaigne Partners. In any case in which the holder is DTC, Euroclear or Clearstream, as applicable, or any of their respective nominees, any Position Representation and Verification Form required hereunder shall be provided by the beneficial owners of the principal Notes in lieu of DTC, Euroclear or Clearstream, as applicable, or any of their respective nominees and accrued interest DTC, Euroclear or Clearstream, as applicable, shall be entitled to conclusively rely on the Securities which has become due solely by such declaration of acceleration, have been cured Position Representation and Verification Form in delivering its notice or waived; (b) instruction to the extent Trustee. If, following the payment delivery of a Noteholder Direction, but prior to acceleration of the Notes, TransMontaigne Partners 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 TransMontaigne Partners provides to the Trustee an Officer’s Certificate stating that they have initiated litigation in a court of competent jurisdiction seeking a determination that such interest Directing Holder was, at such time, in breach of its Position Representation, and is lawfulseeking to invalidate any Default, interest Event of Default or acceleration (calculated at or notice thereof) that resulted from the rate per annum borne by applicable Noteholder Direction, the Securities) on overdue installments cure period with respect to such Default or Event of interest Default shall be automatically stayed and overdue principal, which has become due otherwise than by the cure period with respect to such declaration Default or Event of acceleration, has been paid; (c) the rescission would not conflict with Default shall be automatically reinstituted and any judgment or decree remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction; and (d) all payments due jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, TransMontaigne Partners provides to the Trustee an Officer’s Certificate stating that court determination has been made that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default or Event of Default shall be automatically stayed and the cure period with respect to any such Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any predecessor Trustee under Section 9.7 remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation (as confirmed by a court determination) 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 madeinsufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such 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 such Default or Event of Default; provided, however, such voiding of such Noteholder Direction shall not void or invalidate any indemnity or security provided by the Directing Holders to the Trustee, which such indemnification or security obligations shall continue to survive. No Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding in respect of TransMontaigne Partners shall not require compliance with the foregoing paragraphs. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction, Position Representation, Verification Covenant, Officer’s Certificate or another document delivered to it in accordance with this Indenture, 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 made in any Officer’s 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 TransMontaigne Partners, any holder or any other Person in acting in good faith on a Noteholder Direction or on any Officer’s Certificate with respect to a Noteholder Direction or Verification Covenant, and TransMontaigne Partners, any holder or any such rescission other Person 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 with respect to, a Noteholder Direction Covenant or any Officer’s Certificate with respect to a Noteholder Direction or Verification Covenant or in accordance with the foregoing paragraphs. With their acquisition of the Notes, each Noteholder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to TransMontaigne Partners in accordance with the terms described above. Each Noteholder 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, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with the preceding paragraphs. For the avoidance of doubt, the Trustee will treat all Noteholders equally with respect to their rights. In connection with the requisite percentages required under in relation to an Event of Default section, the Trustee shall affect also treat all outstanding notes equally irrespective of any subsequent default or impair any right consequent theretoPosition Representation in determining whether the requisite percentage has been obtained with respect to the initial delivery of the Noteholder Direction.

Acceleration. (a) If an Event of Default (Default, other than an Event of Default specified in clause (5) or (6) of Section 8.1) a bankruptcy default, occurs and is continuingcontinuing under the Indenture, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities Notes then outstanding mayoutstanding, by written notice to the Company (and the Trustee, declare all unpaid principal of and accrued interest to the date of acceleration on Trustee if the Securities then outstanding (if not then due and payable) to be due and payable upon any such declarationnotice is given by the Holders), may, and the same shall become and be immediately due and payable. If an Event Trustee at the request of Default specified in clause (5) or (6) of Section 8.1 occurssuch Holders shall, all unpaid declare the principal of and accrued interest on the Securities Notes to be due and payable immediately. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a bankruptcy default occurs, the principal of and accrued interest on the Notes then outstanding 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. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, interest, if any) if it determines that withholding notice is in their interest. (b) The Holders of at least a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may rescind an acceleration on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest, if any, on the Notes (aexcept a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration). (c) If a Default for a failure to report or failure to deliver a required certificate in connection with another default (the “Initial Default”) occurs, then, at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another default that resulted solely because of that Initial Default will also be cured without any further action. In addition, any Default or Event of Default for the failure to comply with the time periods prescribed in the covenants under Section 4.17 or otherwise to deliver any notice or certificate pursuant to any other provision of the Indenture shall be deemed to be cured upon the delivery of any such report required by such covenant or such notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in the Indenture. (d) In the event of any Event of Default specified in clause (5) of Section 6.01, such Event of Default and all existing Events of Defaultconsequences thereof (excluding any resulting payment default, other than the nonpayment as a result of acceleration of the principal Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of and accrued interest on Notes, if within 30 days after such Event of Default arose the Securities which Company delivers an Officer’s Certificate to the Trustee stating that: (1) the Indebtedness or Guarantee that is the basis for such Event of Default has become due solely by such declaration of been discharged; or (2) holders thereof have rescinded or waived the acceleration, have been cured notice or waived; action (bas the case may be) giving rise to the extent the payment such Event of such interest is lawful, interest Default; (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c3) the rescission annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; and and (d4) all payments existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due to solely because of the Trustee and any predecessor Trustee under Section 9.7 acceleration of the Notes, have been made. No such rescission shall affect any subsequent default cured or impair any right consequent theretowaived.

Acceleration. If an Event of Default (other than an Event of Default as specified in clause (5Section 6.01(g) or (66.01(h) of Section 8.1with respect to Alderwoods or any Significant Subsidiary) occurs and is continuingcontinuing with respect to the Subordinated Notes, the Trustee mayTrustee, by written notice to the CompanyAlderwoods, or the Holders of at least 25% in aggregate principal amount of the Securities Subordinated Notes then outstanding mayoutstanding, by written notice to the Company Trustee and Alderwoods, may declare the Trusteeprincipal of, declare all unpaid principal of premium, if any, and accrued interest to and unpaid interest, if any, on all of the date of acceleration on the Securities then outstanding (if not then due and payable) Subordinated Notes to be due and payable immediately, upon any such which declaration, and all amounts payable in respect of the same Subordinated Notes shall become and be immediately due and payable. If an Event of Default specified in clause (5Section 6.01(g) or (66.01(h) of Section 8.1 occursoccurs with respect to Alderwoods or any Significant Subsidiary and is continuing, all unpaid then the principal of of, premium, if any, and accrued interest and unpaid interest, if any, on all of the Securities then outstanding Subordinated 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 HolderHolder of Subordinated Notes. The After a declaration of acceleration hereunder with respect to the Subordinated Notes, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the Securities then outstanding Subordinated Notes, by written notice to Alderwoods and the Trustee Trustee, may rescind an acceleration and its consequences if such declaration if: (a) Alderwoods has paid or deposited with the Trustee a sum sufficient to pay (i) all existing Events amounts due the Trustee under Section 7.08 and the reasonable compensation, expenses, disbursements and advances of Defaultthe Trustee, other than the nonpayment of its agents and counsel, (ii) all overdue interest on all Subordinated Notes, (iii) the principal of and accrued interest premium, if any, on the Securities which has any Subordinated Notes that have become due solely otherwise than by such declaration of accelerationacceleration and interest thereon at the rate borne by the Subordinated Notes, have been cured or waived; and (biv) to the extent the that payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on upon overdue installments of interest and overdue principal, which principal that has become due otherwise than by such declaration of acceleration, has been paidacceleration at the rate borne by the Subordinated Notes; (cb) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (dc) all payments Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Subordinated Notes that has become due to the Trustee and any predecessor Trustee under Section 9.7 solely by such declaration of acceleration, have been madecured or waived as provided in Section 6.04. No such rescission shall affect any subsequent default Default or Event of Default or impair any right consequent theretosubsequent therein.

Acceleration. If an Event of Default (other than an Event of Default specified in clause clauses (5x) or (6xi) of Section 8.1) occurs 6.01 hereof, with respect to the Company, any Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together would constitute a Significant Subsidiary), shall have occurred and is be continuing, the Trustee may, by notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Securities Notes then outstanding maymay declare to be immediately due and payable the principal amount of all the Notes then outstanding, by notice to the Company and the Trusteeplus accrued but unpaid interest, declare all unpaid principal of and accrued interest to the date of acceleration, by a notice in writing to the Company (and to the Trustee if given by the Holders of the Notes); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Securities then outstanding (Notes, have been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default under Section 6.01(vii) hereof has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the Event of Default or Payment Default triggering such Event of Default pursuant to Section 6.01(vii) hereof shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the Holders of the relevant Indebtedness within 20 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not then conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due and payable) to be due and payable upon any such declaration, and on the same shall become and be immediately due and payableNotes. If In the case of an Event of Default specified in clause clauses (5x) or (6xi) of Section 8.1 occurs6.01 hereof, with respect to the Company, any Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together would constitute a Significant Subsidiary shall occur, such amount with respect to all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto Notes will become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holderthe Holders. The Holders may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to the limitations described in this Article 6, Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to Notes may direct the Trustee in its exercise of any trust or power. The Trustee may rescind an acceleration and its consequences if withhold from Holders notice of any continuing Default or Event of Default (a) all existing Events except a Default or Event of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) Default relating to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of accelerationpremium, has been paid; (cif any, or interest) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent theretoif it determines that withholding notice is in their interest.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5g) or (6h) of Section 8.16.01 that occurs with respect to the Company or a Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that taken together would constitute a Significant Subsidiary) occurs and is continuingcontinuing under this Indenture, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities Notes then outstanding mayoutstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the TrusteeTrustee at the request of such Holders shall, declare all unpaid the principal of of, premium, if any, and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Company, the relevant Significant Subsidiary or the relevant group of Subsidiary Guarantors or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (5g) or (6h) of Section 8.1 occurs6.01 occurs with respect to the Company or a Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that taken together would constitute a Significant Subsidiary, all unpaid the principal of of, premium, if any, and accrued interest on the Securities Notes then outstanding 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. The Holders of a majority at least 66 2/3% in aggregate principal amount of the Securities then outstanding Notes by written notice to the Trustee Company and to the Trustee, may waive all past Defaults and rescind an and annul a declaration of acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment non-payment of the principal of of, premium, if any, and accrued interest on the Securities which has Notes that have become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest waived and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. 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 clause (5Section 6.01(5) or (6) of Section 8.1)) occurs and is continuing, the Trustee may, by notice Notice to the Company, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the Securities then at the time outstanding may, by notice to the Company and the Trustee, may declare all unpaid principal of and the Issue Price plus accrued interest to Original Issue Discount through the date of acceleration declaration on all the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount shall be due and payable immediately. If an Event of Default specified in clause (5Section 6.01(5) or (6) of Section 8.1 occursoccurs and is continuing, the Issue Price plus accrued Original Issue Discount on all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. The Holders of a majority in aggregate principal amount Principal Amount at Maturity of the Securities then outstanding at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Issue Price plus accrued Original Issue Discount that have become due solely as a court result of competent jurisdiction; acceleration and (d) if all payments amounts due to the Trustee and any predecessor Trustee under Section 9.7 7.07 have been madepaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.01(e) or (6f) in respect of Section 8.1the Company) occurs and is continuing, the Trustee may, by notice written Notice to the Company, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the Securities then at the time outstanding may, by notice to the Company and the Trustee, may declare all the Issue Price plus accrued Original Issue Discount and any accrued and unpaid principal of cash interest (or if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest), including accrued and accrued interest to unpaid Contingent Cash Interest, through the date of acceleration declaration on all the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount, and such accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in clause (5Section 6.01(e) or (6f) occurs in respect of Section 8.1 occursthe Company and is continuing, all the Issue Price plus accrued Original Issue Discount and any accrued and unpaid principal of and accrued cash interest on (or, if the Securities then outstanding have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest), including accrued and unpaid Contingent Cash Interest, on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. The Holders of a majority in aggregate principal amount Principal Amount at Maturity of the Securities then outstanding at the time outstanding, by notice to the Trustee may rescind an acceleration (and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) without notice to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent thereto.other

Acceleration. If an Event of Default (other than excluding an Event of Default specified in clause (5Section 6.1(x) or (6) of Section 8.1) with respect to the Company occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% fifty percent (50%) in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, may declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then to be immediately due and payablepayable in full. The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default”. If the Holders of at least fifty percent (50%) in aggregate principal amount of the outstanding Securities request in writing the Trustee to give such notice on their behalf, the Trustee shall do so. Upon such declaration, the principal of, premium, if any, and any accrued and unpaid interest on, all Securities shall be due and payable upon any such declaration, and the same shall become and be immediately due and payableimmediately. If an Event of Default specified in clause (5Section 6.1(x) or (6) of Section 8.1 occurs, all unpaid the principal of of, and accrued and unpaid interest on on, all the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding by written notice to the Trustee may rescind or annul an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (cA) the rescission would not conflict with any judgment order or decree decree, (B) all existing Events of a court Default, except the nonpayment of competent jurisdiction; principal or interest that has become due solely because of the acceleration, have been cured or waived and (dC) all payments amounts due to the Trustee and any predecessor Trustee under Section 9.7 7.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent theretopaid.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (57) or (6) 8) of Section 8.16.01 with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee may, by written notice to the Company, Company or the Holders of at least 2530% in aggregate principal amount of the Securities then total outstanding may, Notes by written notice to the Company and the TrusteeTrustee may declare the principal, declare premium, if any, interest and any other monetary obligations on all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon any immediately. Upon the effectiveness of such declaration, such principal of and the same shall become premium, if any, and interest will be immediately due and payablepayable immediately. If 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 their interest. The Trustee will have no obligation to accelerate the Notes. Notwithstanding the foregoing, in the case of an Event of Default specified in arising under clause (57) or (6) 8) of Section 8.1 occurs6.01 hereof with respect to the Company, all unpaid principal of and accrued interest on the Securities then 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 the Trustee or any Holdernotice. The Holders of a majority in of the aggregate principal amount of the Securities then outstanding Notes, by written notice to the Trustee Trustee, may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder (except a continuing Default with respect to non-payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and rescind an any acceleration with respect to the Notes and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; . In the event of any Event of Default specified in Section 6.01(5) hereof, such Event of Default and all consequences thereof (dexcluding any resulting payment default, other than as a result of acceleration of the Notes) all payments due to will be annulled, waived and rescinded, automatically and without any action by the Trustee and any predecessor Trustee under Section 9.7 or the Holders, if: (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; (2) the requisite holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (3) the default that is the basis for such Event of Default has been made. No such rescission shall affect any subsequent default cured, waived or impair any right consequent theretois no longer continuing.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (5) or (6) of Section 8.1) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, Notes may declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon immediately; provided, however, that so long as any Designated Senior Debt is outstanding, such declarationdeclaration shall not become effective until the earlier of (i) the day which is five Business Days after receipt by the Representatives of Designated Senior Debt of such notice of acceleration or (ii) the date of acceleration of any Designated Senior Debt. Notwithstanding the foregoing, and in the same shall become and be immediately due and payable. If case of an Event of Default specified in clause (5) arising from certain events of bankruptcy or (6) of Section 8.1 occursinsolvency, with respect to the Company or any Restricted Subsidiary, all unpaid 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. Subject to certain limitations, Holders of a majority in principal amount of and accrued interest on the Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the 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 this Indenture, 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. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent permitted by law upon the payment acceleration of such interest is lawfulthe Notes. If an Event of Default occurs prior to May 15, interest 2003 by reason of any willful action (calculated at or inaction) taken (or not taken) by or on behalf of the rate per annum borne by Company with the Securities) intention of avoiding the prohibition on overdue installments redemption of interest the Notes prior to May 15, 2003, then the premium specified below shall also become immediately due and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due payable to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent thereto.extent permitted by law upon the acceleration of the Notes during the twelve-month period ending on May 1 of the years indicated below: YEAR PERCENTAGE ---- ---------- 1998............................................112.752% 1999............................................111.335% 2000............................................109.918% 2001............................................108.500% 2002............................................107.084% 2003............................................105.667%

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.01(i) or (6Section 6.01(j) of Section 8.1with respect to the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may, by written notice to the Company and the Trustee, may declare all unpaid the principal of and accrued but unpaid interest to the date of acceleration on all the Securities then outstanding (if not then due and payable) to be due and payable upon any payable. Upon such a declaration, such principal and the same interest shall become and be immediately due and payablepayable immediately. If an Event of Default specified in clause (5Section 6.01(i) or (6Section 6.01(j) of Section 8.1 with respect to the Company occurs, all unpaid the principal of and accrued interest on all the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders of a majority in aggregate principal amount of the Securities then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and if (di) the Company has paid (or deposited with the Trustee) all payments overdue interest on all the Securities and the principal amount (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) of the Securities that has become due otherwise than by such acceleration or declaration, as well as paid interest upon overdue interest to the extent that payment of such interest is lawful and paid to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and any predecessor Trustee under Section 9.7 advances of the Trustee, its agents and its counsel, and (ii) all existing Events of Default have been madecured or waived except nonpayment of principal (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereto. For the avoidance of doubt, and without limiting the manner in which any Event of Default or Default can be cured, (a) a Default (and any Event of Default arising therefrom) consisting of a failure to send a notice in accordance with the provisions herein will be cured and shall cease to continue upon the sending of such notice; (b) a Default (and any Event of Default arising therefrom) in making any payment on (or delivering any other consideration in respect of) any Security will be cured and shall cease to continue upon the delivery of such payment (or other consideration); and (c) a Default in the Company’s obligations as set forth in Section 4.03(b) (and any Reporting Event of Default arising therefrom) will be cured and shall cease to continue upon the filing of the relevant report(s) giving rise to such Default or Event of Default; provided that, for the avoidance of doubt and in each case, (x) the cure of any Event of Default shall not invalidate any acceleration of the Securities on account of such Event of Default that was properly effected in accordance with the terms herein prior to such time as such Event of Default was cured and (y) the cure of any Reporting Event of Default shall not affect the Company’s obligation to pay any Default Additional Interest that accrues prior to the time of such cure. In addition, if an Event of Default is cured or waived before any related notice of acceleration is delivered, such Event of Default shall be deemed cured and the Securities shall not be subject to acceleration on account of such Event of Default. For the avoidance of doubt, nothing in the immediately preceding two sentences shall constitute a waiver of or in any way limit the Trustee’s or any Holder’s right to institute suit for any damages incurred as a result of an Event of Default under this Indenture even if such Event of Default is subsequently cured.

Acceleration. If an Event of Default (other than an Event of Default as specified in clause (5Section 6.01(g) or (66.01(h) of Section 8.1with respect to Alderwoods or any Significant Subsidiary) occurs and is continuingcontinuing with respect to the Subordinated Notes, the Trustee mayTrustee, by written notice to the CompanyAlderwoods, or the Holders of at least 25% in aggregate principal amount of the Securities Subordinated Notes then outstanding mayoutstanding, by written notice to the Company Trustee and Alderwoods, may declare the Trusteeprincipal of, declare all unpaid principal of premium, if any, and accrued interest to and unpaid interest, if any, on all of the date of acceleration on the Securities then outstanding (if not then due and payable) Subordinated Notes to be due and payable immediately, upon any such which declaration, and all amounts payable in respect of the same Subordinated Notes shall become and be immediately due and payable. If an Event of Default specified in clause (5Section 6.01(g) or (66.01(h) of Section 8.1 occursoccurs with respect to Alderwoods or any Significant Subsidiary and is continuing, all unpaid then the principal of of, premium, if any, and accrued interest and unpaid interest, if any, on all of the Securities then outstanding Subordinated 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 HolderHolder of Subordinated Notes. The After a declaration of acceleration hereunder with respect to the Subordinated Notes, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the Securities then outstanding Subordinated Notes, by written notice to Alderwoods and the Trustee Trustee, may 38 rescind an acceleration and its consequences if such declaration if: (a) Alderwoods has paid or deposited with the Trustee a sum sufficient to pay (i) all existing Events amounts due the Trustee under Section 7.08 and the reasonable compensation, expenses, disbursements and advances of Defaultthe Trustee, other than the nonpayment of its agents and counsel, (ii) all overdue interest on all Subordinated Notes, (iii) the principal of and accrued interest premium, if any, on the Securities which has any Subordinated Notes that have become due solely otherwise than by such declaration of accelerationacceleration and interest thereon at the rate borne by the Subordinated Notes, have been cured or waived; and (biv) to the extent the that payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on upon overdue installments of interest and overdue principal, which principal that has become due otherwise than by such declaration of acceleration, has been paidacceleration at the rate borne by the Subordinated Notes; (cb) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (dc) all payments Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Subordinated Notes that has become due to the Trustee and any predecessor Trustee under Section 9.7 solely by such declaration of acceleration, have been madecured or waived as provided in Section 6.04. No such rescission shall affect any subsequent default Default or Event of Default or impair any right consequent theretosubsequent therein.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.01(6) or (6) of Section 8.17)) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the Securities then at the time outstanding may, by notice to the Company and the Trustee, may declare all unpaid principal of and the Issue Price plus accrued interest to Original Issue Discount through the date of acceleration declaration on all the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount shall be due and payable immediately. If an Event of Default specified in clause (5Section 6.01(6) or (67) of Section 8.1 occursoccurs and is continuing, the Issue Price plus accrued Original Issue Discount on all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. The Holders of a majority in aggregate principal amount Principal Amount at Maturity of the Securities then outstanding at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Issue Price plus accrued Original Issue Discount that have become due solely as a court result of competent jurisdiction; acceleration and (d) if all payments amounts due to the Trustee and any predecessor Trustee under Section 9.7 7.07 have been madepaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (57) or (6) 8) of Section 8.1) 6.01 occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, Notes may declare all unpaid principal of and accrued interest to amounts owing under the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon immediately by a notice in writing to the Company (and to the Trustee, if given by Holders) specifying the Event of Default and that it is a “notice of acceleration.” Upon any such declaration, the aggregate principal of, premium, if any, and accrued and unpaid interest, if any, on the same outstanding Notes shall become and be immediately due and payable. If an Event Notwithstanding the foregoing, a notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default specified in clause (5) or (6) notice of Section 8.1 occurs, all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto become and acceleration may not be immediately due and payable without any declaration or other act on the part of given by the Trustee or the Holders (or any Holderother action taken on the assertion of any Default) with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or notice of acceleration (or other action). The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Trustee may may, on behalf of all of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences hereunder except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes (a) all existing Events of Default, other than the except nonpayment of the principal of and accrued of, premium on, if any, or interest on the Securities which Notes that has become due solely because of the acceleration); provided the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances. 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 other than a Regulated Bank (each a “Directing Holder”) must be accompanied by a written representation from each such declaration Holder delivered to the Company 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 accelerationa Noteholder Direction relating to the delivery of a notice of Default, have been shall be deemed a continuing representation until the resulting Event of Default is cured or waived; (b) otherwise ceases to exist or the Notes are accelerated. If the Holder is a clearing system or a common safekeeper or its nominee, any Position Representation required hereunder shall be provided by the clearing system or the common safekeeper or its nominee or by the beneficial owner of an interest in such global Note after delivery to the extent Trustee of appropriate confirmation of beneficial ownership satisfactory to the payment Trustee. 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 interest ▇▇▇▇▇▇’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). The Trustee shall have no duty whatsoever to provide this information to the Company or to obtain this information for the Company. In any case in which the Holder is lawfulDTC or its nominee, interest (calculated at the rate per annum borne any Position Representation or Verification Covenant required hereunder shall be provided by the Securities) beneficial owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to conclusively rely on overdue installments such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of interest 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 overdue principalprovides to the Trustee an Officer’s Certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, which has become due otherwise than by at such declaration time, in breach of accelerationits Position Representation, has been paid; (c) and seeking to invalidate any Event of Default that resulted from the rescission would not conflict applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any judgment or decree remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction; and (d) all payments due 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 Officer’s 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 predecessor remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default; provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders to the Trustee which obligations shall continue to survive. For the avoidance of doubt, the foregoing requirements applicable to Noteholder Directions as defined above do not apply to any other directions given by Holders to the Trustee under Section 9.7 this Indenture. With 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 Company in accordance with the terms of this Indenture. 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 Indenture, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Company 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 Indenture, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the preceding two paragraphs. In addition, for the avoidance of doubt, the preceding two paragraphs shall not apply to any Holder that is a Regulated Bank. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s 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. For the avoidance of doubt, the Trustee will treat all Holders equally with respect to their rights under this Indenture. In connection with the requisite percentages required under this Indenture, the Trustee shall also treat all outstanding Notes equally, irrespective of any Position Representation in determining whether the requisite percentage has been madeobtained with respect to the initial delivery of the Noteholder Direction. No such rescission Any and all other actions that the Trustee takes or omits to take with respect to a Noteholder Direction and all fees, costs and expenses of the Trustee and its agents and counsel arising hereunder and in connection herewith shall affect any subsequent default or impair any right consequent theretobe covered by the Company’s indemnification obligations under this Indenture.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (5Section 6.01(g) or (6) of Section 8.1above with respect to the Company) occurs and is continuing, then and in every such case the Trustee may, by notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Securities then outstanding may, by notice to 1997 Notes may declare the Company and the Trustee, declare all unpaid principal of and accrued and unpaid interest to thereon, if any, on all the date of acceleration on the Securities 1997 Notes then outstanding (if not then due and payable) to be due and payable payable, by a notice in writing to the Company (and to the Trustee, if given by Holders) and upon any such declarationdeclaration such principal amount, and the same shall accrued and unpaid interest thereon, if any, will become and be immediately due and payable, notwithstanding anything contained in this Indenture or the 1997 Notes to the contrary. If an Event of Default specified in clause (5Section 6.01(g) or (6) of Section 8.1 above with respect to the Company occurs, all unpaid principal of and accrued and unpaid interest on thereon, if any, the Securities 1997 Notes then outstanding 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. The Holders of no less than a majority in aggregate principal amount of 1997 Notes are authorized to rescind such acceleration if all existing Events of Default have been cured or waived except for an Event of Default with respect to the non-payment of the principal of and premium, if any, and interest on the 1997 Notes that have become due solely by such acceleration. (b) Prior to the declaration of acceleration of the maturity of the 1997 Notes, the holders of a majority in aggregate principal amount of the Securities then 1997 Notes at the time outstanding may waive on behalf of all such holders any default, except a default in the payment of principal of or interest on any 1997 Note not yet cured, or a default with respect to any covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding 1997 Note affected. (c) Upon an acceleration as provided in this Section 6.02, all amounts owed by notice the Company to the Trustee may rescind an acceleration or Holders, including the aggregate principal of, and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of premium and accrued and unpaid interest thereon, if any, the 1997 Notes and any and all expenses, fees, or other amounts owing under this Indenture shall bear interest at the then applicable rate of interest payable on the Securities which has become due solely by 1997 Notes plus 2% per annum (the "Default Rate") until such declaration of acceleration, amounts have been cured paid or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, acceleration has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due rescinded pursuant to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent thereto6.02(a).

Acceleration. If an Event of Default (other than an Event of Default specified in clause (57) or (6) 8) of Section 8.1) 6.01 occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, Notes may declare all unpaid principal of and accrued interest to amounts owing under the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon immediately by a notice in writing to the Company (and to the Trustee, if given by Holders) specifying the Event of Default and that it is a “notice of acceleration.” Upon any such declaration, the aggregate principal of, premium, if any, and accrued and unpaid interest, if any, on the same outstanding Notes shall become and be immediately due and payable. If an Event Notwithstanding the foregoing, a notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default specified in clause (5) or (6) notice of Section 8.1 occurs, all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto become and acceleration may not be immediately due and payable without any declaration or other act on the part of given by the Trustee or the Holders (or any Holderother action taken on the assertion of any Default) with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or notice of acceleration (or other action). The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Trustee may may, on behalf of all of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences hereunder except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes (a) all existing Events of Default, other than the except nonpayment of the principal of and accrued of, premium on, if any, or interest on the Securities which Notes that has become due solely because of the acceleration); provided the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances. 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 other than a Regulated Bank (each a “Directing Holder”) must be accompanied by a written representation from each such declaration Holder delivered to the Company 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 accelerationa Noteholder Direction relating to the delivery of a notice of Default, have been shall be deemed a continuing representation until the resulting Event of Default is cured or waived; (b) otherwise ceases to exist or the Notes are accelerated. If the Holder is a clearing system or a common safekeeper or its nominee, any Position Representation required hereunder shall be provided by the clearing system or the common safekeeper or its nominee or by the beneficial owner of an interest in such global Note after delivery to the extent Trustee of appropriate confirmation of beneficial ownership satisfactory to the payment Trustee. 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 interest ▇▇▇▇▇▇’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). The Trustee shall have no duty whatsoever to provide this information to the Company or to obtain this information for the Company. In any case in which the Holder is lawfulDTC or its nominee, interest (calculated at the rate per annum borne any Position Representation or Verification Covenant required hereunder shall be provided by the Securities) beneficial owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to conclusively rely on overdue installments such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of interest 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 overdue principalprovides to the Trustee an Officer’s Certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, which has become due otherwise than by at such declaration time, in breach of accelerationits Position Representation, has been paid; (c) and seeking to invalidate any Event of Default that resulted from the rescission would not conflict applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any judgment or decree remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction; and (d) all payments due 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 Officer’s 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 predecessor remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default; provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders to the Trustee which obligations shall continue to survive. For the avoidance of doubt, the foregoing requirements applicable to Noteholder Directions as defined above do not apply to any other directions given by Holders to the Trustee under Section 9.7 this Indenture. With 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 Company in accordance with the terms of this Indenture. 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 Indenture, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Company 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 Indenture, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the preceding two paragraphs. In addition, for the avoidance of doubt, the preceding two paragraphs shall not apply to any Holder that is a Regulated Bank. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s 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. For the avoidance of doubt, the Trustee will treat all Holders equally with respect to their rights under this Indenture. In connection with the requisite percentages required under this Indenture, the Trustee shall also treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been madeobtained with respect to the initial delivery of the Noteholder Direction. No such rescission Any and all other actions that the Trustee takes or omits to take with respect to a Noteholder Direction and all fees, costs expenses of the Trustee and its agents and counsel arising hereunder and in connection herewith shall affect any subsequent default or impair any right consequent theretobe covered by the Company’s indemnification obligations under this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.01(7) or (6) of Section 8.18) with respect to the Company or any Significant Subsidiary) occurs and is continuingcontinuing and has not been waived pursuant to Section 6.04, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by written notice to the Company and the Trustee, and the Trustee shall, upon the request of such Holders, declare all unpaid the aggregate principal amount of and accrued interest to the date of acceleration on the Securities then outstanding (outstanding, together with accrued but unpaid interest, if not then due and payable) any, on all Securities to be due and payable upon any such declarationby notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "ACCELERATION NOTICE"), and the same (i) shall become and be immediately due and payablepayable or (ii) if there are any amounts outstanding under the Credit Agreement, shall become due and payable upon the first to occur of an acceleration under the Credit Agreement or five Business Days after receipt by the Company and the Representative under the Credit Agreement of such Acceleration Notice (unless all Events of Default specified in such Acceleration Notice have been cured or waived). If an Event of Default specified in clause (5Section 6.01(7) or (6) of Section 8.1 occurs8) occurs and is continuing with respect to the Company or any Significant Subsidiary, all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholder. The Holders of a majority in aggregate principal amount of the Securities then outstanding (by notice to the Trustee Trustee) may rescind an and cancel a declaration of acceleration and its consequences if (ai) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Events of DefaultDefault have been cured or waived, other than the nonpayment except non-payment of the principal of and accrued or interest on the Securities which has have become due solely by such declaration of acceleration, have been cured or waived; (biii) to the extent the payment of such interest is lawful, interest (calculated at the same rate per annum borne by as specified in the Securities) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, has been paid; , (civ) the rescission would not conflict with any judgment 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 decree waiver of a court Default or Event of competent jurisdiction; Default of the type described in Sections 6.01(7) and (d) all payments due to 8), the Trustee shall have received an Officers' Certificate and any predecessor an Opinion of Counsel that such Default or Event of Default has been cured or waived and the Trustee under Section 9.7 have been madeshall be entitled to conclusively rely upon such Officers, Certificate and Opinion of Counsel. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause clauses (512) or and (613) of Section 8.16.01 relating to the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, Notes by written notice to the Company and the Trustee, Trustee may declare all the unpaid principal of and any accrued interest to on all the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon any payable. Upon such declarationdeclaration the principal, premium, if any, and the same interest shall become and be immediately due and payablepayable immediately (together with the premium referred to in Section 6.02, if applicable). If an Event of Default specified in clause (512) or (613) of Section 8.1 6.01 relating to the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary occurs, all such unpaid principal of of, premium, if any, and any accrued interest (together with the premium referred to in Section 6.02, if applicable) on 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 Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Trustee may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree decree, the Company has paid or deposited with the Trustee a sum sufficient to pay all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of a court the Trustee, its agent and counsel, and if all existing Events of competent jurisdiction; Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs 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 Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and (d) all payments be immediately due and payable, to the Trustee and any predecessor Trustee under Section 9.7 have been made. No extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding; provided that, -------- if such rescission Event of Default occurs prior to February 1, 2006, such premium (expressed as a percentage of principal amount of the Notes) shall affect any subsequent default or impair any right consequent theretoequal the interest rate then borne by the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.1(a)(viii) or (6ix) of Section 8.1with respect to the Company) occurs and is continuing, then the Trustee may, by notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Securities then outstanding may, by notice may declare to the Company and the Trustee, declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payablepayable the Default Amount. Upon any such declaration such amounts shall become due and payable immediately. If an Event of Default specified in clause (5Section 6.1(a)(viii) or (6ix) of Section 8.1 occursoccurs and is continuing with respect to the Company, all unpaid principal of and accrued interest on then the Securities then outstanding Default Amount 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. The ; provided, however, that after such acceleration but -------- ------- before a judgment or decree based on acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding by notice to the Trustee may rescind an or annul such declaration of acceleration and its consequences if (a) all existing Events of DefaultDefault have been cured or waived, other than the nonpayment non-payment of the principal of Default Amount and any accrued interest on the Securities which that has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment as a result of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest acceleration and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) if the rescission of acceleration would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been madedecree. No such rescission shall affect any subsequent default or impair any right consequent thereto. After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Securities, by written notice to the Company and the Trustee, may rescind such declaration if (i) 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 Securities, (c) the principal of and premium, if any, on any Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities, and (d) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities; and (ii) all Defaults, other than the non-payment of principal of, premium, if any, and interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause clauses (5e) or and (6f) of Section 8.16 .1) occurs and is continuing, the Trustee may, (by notice to the Company), or the Holders of at least 25% in aggregate principal amount of the Securities Notes then outstanding may, (by notice to the Company and the Trustee), may declare all the unpaid principal Principal of and accrued interest to on all the date of acceleration on the Securities Notes then outstanding (if not then due and payable) to be due and payable upon payable. Upon any such declaration, such Principal and the same accrued interest shall become and be immediately due and payablepayable immediately. If an Event of Default specified in clause (5e) or (6f) of Section 8.1 6.1 occurs, all unpaid principal of and accrued interest on the Securities then outstanding such an 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 Holder. The After such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all existing Events of Defaultoverdue interest on all Notes then outstanding and (ii) the Principal or repurchase price, other than the nonpayment if any, of the principal of and accrued interest on the Securities Notes then outstanding which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; acceleration and accrued interest thereon at a rate borne by the Notes and (cb) the rescission would not conflict with any judgment or decree and if all existing Events of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 Default have been madecured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. No such rescission decision shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to any series of Securities at the time outstanding (other than an Event of Default specified in clause (5Section 6.01(5) or (6) of Section 8.1with respect to the Issuer) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the Securities then such outstanding mayseries of Securities, by notice to the Company and Issuer, may declare the TrusteeIssue Price (or, declare all unpaid principal if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, the Restated Principal Amount) of and accrued interest Original Issue Discount (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, accrued but unpaid interest) and accrued Contingent Interest to the date of acceleration declaration on the all such series of Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon such a declaration, such Issue Price (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, the Restated Principal Amount) and Original Issue Discount (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, accrued but unpaid interest) and accrued Contingent Interest shall be due and payable immediately. If an Event of Default specified in clause (5Section 6.01(5) or (6) of Section 8.1 occurs, all unpaid principal the Issue Price (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, the Restated Principal Amount) of and accrued interest Original Issue Discount (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, accrued but unpaid interest) and accrued Contingent Interest to the occurrence of such event on the all such series of Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount Principal Amount at Maturity of the any series of Securities then outstanding by notice to the Trustee may rescind an acceleration of such series and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived with respect to such series except nonpayment of the Issue Price (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a court Tax Event, the Restated Principal Amount) or Original Issue Discount (or, if such series of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 Securities have been madeconverted into semi-annual coupon notes following the occurrence of a Tax Event, accrued but unpaid interest) or accrued Contingent Interest that has become due solely because of acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5) relating to certain events of bankruptcy, insolvency or (6) of Section 8.1reorganization with respect to the Company or its Restricted Subsidiaries that are Significant Subsidiaries) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders holders of at least 25% in aggregate principal amount of the Securities Notes then outstanding may, by written notice to the Company us (and to the Trustee, if such notice is given by the Holders), declare all unpaid the principal amount of and accrued interest to the date of acceleration premium, if any, on the Securities then outstanding (if not then due Notes and payable) any accrued and unpaid interest on the Notes to be due and payable upon any payable. Upon such a declaration, and the same such amounts shall become and be immediately due and payablepayable immediately. If an Event In the case of Default specified in clause (5) certain events of bankruptcy, insolvency or (6) of Section 8.1 occursreorganization with respect to the Company or its Restricted Subsidiaries that are Significant Subsidiaries, all unpaid the principal amount of and premium, if any, and accrued and unpaid interest on the Securities 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 HolderNoteholder. The Holders If the Notes are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of a majority in aggregate any Event of Default (including an event of default relating to certain events of bankruptcy, insolvency or reorganization (including the acceleration of claim by operation of law)) (each an “Acceleration Event”), the amount that shall then be due and payable shall be equal to: (x) 100% of the principal amount of the Securities Notes then outstanding by notice to plus the Trustee may rescind Applicable Premium in effect on the date of such acceleration, plus (y) accrued and unpaid interest to, but excluding, the date of such acceleration, in each case as if such acceleration were an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment optional redemption of the principal Notes so accelerated. Without limiting the generality of the foregoing, it is understood and accrued interest on agreed that, upon an Acceleration Event, the Securities which has become Applicable Premium with respect to an optional redemption of the Notes shall also be due solely by such declaration of acceleration, have and payable as though the Notes had been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent thereto.optionally redeemed in 75

Acceleration. If an Event of Default with respect to any Securities at the time outstanding (other than an Event of Default specified in clause (5Section 6.01(5) or (6) of Section 8.1with respect to the Issuer) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the outstanding Securities then outstanding may, by notice to the Company and Issuer, may declare the TrusteeIssue Price (or, declare all unpaid principal if the Securities have been converted into semi-annual coupon notes, the Restated Principal Amount) of and accrued interest Original Issue Discount (or, if the Securities have been converted into semi-annual coupon notes, accrued but unpaid interest) to the date of acceleration declaration on all the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon such a declaration, such Issue Price (or, if the Securities have been converted into semi-annual coupon notes, the Restated Principal Amount) and Original Issue Discount (or, if the Securities have been converted into semi-annual coupon notes, accrued but unpaid interest) shall be due and payable immediately. If an Event of Default specified in clause (5Section 6.01(5) or (6) of Section 8.1 occurs, all unpaid principal the Issue Price (or, if the Securities have been converted into semi-annual coupon notes, the Restated Principal Amount) of and accrued interest on Original Issue Discount (or, if the Securities then outstanding have been converted into semi-annual coupon notes, accrued but unpaid interest) to the occurrence of such event on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount Principal Amount at Maturity of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 Default have been madecured or waived except nonpayment of the Issue Price (or, if the Securities have been converted into semi-annual coupon notes, the Restated Principal Amount) or Original Issue Discount (or, if the Securities have been converted into semi-annual coupon notes, accrued but unpaid interest) that has become due solely because of acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than excluding an Event of Default specified in clause (5Section 6.01(viii) or (6ix) with respect to the Company (but including an Event of Default specified in Section 8.16.01(viii) or (ix) solely with respect to a Significant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company)) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least twenty five percent (25% %) in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, may declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then to be immediately due and payablepayable in full. Upon such declaration, the principal of, and any accrued and unpaid interest (including any Contingent Interest) to on, all Securities shall be due and payable upon any such declaration, and the same shall become and be immediately due and payableimmediately. If an Event of Default specified in clause (5Section 6.01(viii) or (6ix) with respect to the Company (excluding, for purposes of this sentence, an Event of Default specified in Section 8.1 6.01(viii) or (ix) solely with respect to a Significant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company) occurs, all unpaid the principal of of, and accrued and unpaid interest on (including, without limitation, any Contingent Interest) on, all the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding by written notice to the Trustee may rescind or annul an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (cA) the rescission would not conflict with any judgment order or decree decree, (B) all existing Events of a court Default, except the nonpayment of competent jurisdiction; principal or interest (including, without limitation, Contingent Interest) that has become due solely because of the acceleration, have been cured or waived and (dC) all payments amounts due to the Trustee and any predecessor Trustee under Section 9.7 7.07 have been made. No such rescission shall affect any subsequent default or impair any right consequent theretopaid.

Acceleration. (a) If an Event of Default (Default, other than an Event of Default specified in clause (5) or (6) of Section 8.1) a bankruptcy default, occurs and is continuingcontinuing under the Indenture, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities Notes then outstanding mayoutstanding, by written notice to the Company (and the Trustee, declare all unpaid principal of and accrued interest to the date of acceleration on Trustee if the Securities then outstanding (if not then due and payable) to be due and payable upon any such declarationnotice is given by the Holders), may, and the same shall become and be immediately due and payable. If an Event Trustee at the request of Default specified in clause (5) or (6) of Section 8.1 occurssuch Holders shall, all unpaid declare the principal of and accrued interest on the Securities Notes to be due and payable immediately. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a bankruptcy default occurs, the principal of and accrued interest on the Notes then outstanding 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. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, interest, if any) if it determines that withholding notice is in their interest. (b) The Holders of at least a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may rescind an acceleration on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest, if any, on the Notes (aexcept a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration). (c) If a Default for a failure to report or failure to deliver a required certificate in connection with another default (the “Initial Default”) occurs, then, at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another default that resulted solely because of that Initial Default will also be cured without any further action. In addition, any Default or Event of Default for the failure to comply with the time periods prescribed in the covenants under ‎Section 4.17 or otherwise to deliver any notice or certificate pursuant to any other provision of the Indenture shall be deemed to be cured upon the delivery of any such report required by such covenant or such notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in the Indenture. (d) In the event of any Event of Default specified in clause (5) of ‎Section 6.01, such Event of Default and all existing Events of Defaultconsequences thereof (excluding any resulting payment default, other than the nonpayment as a result of acceleration of the principal Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of and accrued interest on Notes, if within 30 days after such Event of Default arose the Securities which Company delivers an Officer’s Certificate to the Trustee stating that: (1) the Indebtedness or Guarantee that is the basis for such Event of Default has become due solely by such declaration of been discharged; or (2) holders thereof have rescinded or waived the acceleration, have been cured notice or waived; action (bas the case may be) giving rise to the extent the payment such Event of such interest is lawful, interest Default; (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c3) the rescission annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; and and (d4) all payments existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due to solely because of the Trustee and any predecessor Trustee under Section 9.7 acceleration of the Notes, have been made. No such rescission shall affect any subsequent default cured or impair any right consequent theretowaived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.01(f) or (6g) of Section 8.1hereof with respect to the Company) occurs and is continuing, the Trustee may, by notice to the Company or the holders of at least 30% in principal amount of outstanding Notes by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice with a copy to the Company and the Trustee, may declare all unpaid the principal of of, premium, if any, and accrued but unpaid interest to on all the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon any payable. Upon such a declaration, such principal and the same interest shall become and be immediately due and payablepayable immediately. If an Event of Default specified in clause (5Section 6.01(f) or (6g) of Section 8.1 with respect to the Company occurs, all unpaid the principal of of, premium, if any, and accrued interest on all the Securities then outstanding shall ipso facto Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderholders. The Holders holders of a majority in aggregate principal amount of the Securities then outstanding Notes by notice to the Trustee may rescind an any such acceleration with respect to the Notes and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 Default have been madecured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent default or other Default or impair any right consequent theretoright. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 30 days after such Event of Default arose the Company delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in clause clauses (5ix) or (6x) of Section 8.1) occurs 6.01 hereof, with respect to the Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together would constitute a Significant Subsidiary), shall have occurred and is be continuing, the Trustee may, by notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Securities Notes then outstanding maymay declare to be immediately due and payable the principal amount of all the Notes then outstanding, by notice to the Company plus accrued but unpaid interest and the TrusteeAdditional Interest, declare all unpaid principal of and accrued interest if any, to the date of acceleration on acceleration. In the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. If case of an Event of Default specified in clause clauses (5ix) or (6x) of Section 8.1 occurs6.01 hereof, with respect to the Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together would constitute a Significant Subsidiary shall occur, such amount with respect to all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto Notes will become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holderthe Holders. The Holders may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to the limitations described in this Article 6, Holders of a majority in aggregate principal amount of the Securities then outstanding by Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Trustee may rescind payment of principal, premium, if any, or interest or Additional Interest, if any) if it determines that withholding notice is in their interest. In the case of an acceleration and its consequences if (a) all existing Events Event of Default, other than Default occurring by reason of any willful action or inaction taken or not taken by the nonpayment Company or on the Company's behalf with the intention of avoiding payment of the principal of and accrued interest on premium that the Securities which has become due solely by such declaration of acceleration, Company would have been cured or waived; (b) required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the payment acceleration of such interest is lawfulthe Notes. If an Event of Default occurs prior to July 1, interest (calculated at the rate per annum borne 2006, by reason of any willful action or inaction taken or not taken by the Securities) Company or on overdue installments the Company's behalf with the intention of interest avoiding the prohibition on redemption of the Notes prior to July 1, 2006, then the premium specified in Section 3.07 will also become immediately due and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due payable to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent theretoextent permitted by law upon acceleration of the Notes.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in clause (5f) or (6g) of Section 8.16.01) occurs and is continuing, the Trustee may, by notice to or the CompanyTrustee upon the written request of Holders of 25% in principal amount of the outstanding Securities shall, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may, declare the principal of all the Securities, together with all accrued and unpaid interest and premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”) and upon the delivery of an Acceleration Notice to the Company and the Trustee, declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) to be such amounts shall become immediately due and payable upon any (unless all Events of Default specified in such declaration, and the same shall become and be immediately due and payableAcceleration Notice have been cured or waived). If an Event of Default specified in clause (5f) or (6g) of Section 8.1 occurs6.01 occurs and is continuing, all unpaid principal of and accrued interest on the all outstanding Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The At any time after such declaration with respect to the Securities, the Holders of a majority in aggregate principal amount of the Securities then outstanding (by notice to the Trustee Trustee) may rescind an acceleration and cancel such declaration and its consequences if if: (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (ci) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; , (ii) all existing Defaults and Events of Default have been cured or waived except nonpayment of principal of or interest on the Securities that has become due solely by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Securities) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (dv) all payments due in the event of the cure or waiver of a Default or Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee has received an Officers’ Certificate and Opinion of Counsel to the Trustee effect that such Default or Event of Default has been cured or waived. The Holders of a majority in principal amount of the Securities may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or interest on any predecessor Trustee under Section 9.7 have been madeSecurities. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (Default, other than an Event of Default specified in clause (5) or (6) of Section 8.1) a bankruptcy default, occurs and is continuingcontinuing under the Indenture, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities Notes then outstanding mayoutstanding, by written notice to the Company (and the Trustee, declare all unpaid principal of and accrued interest to the date of acceleration on Trustee if the Securities then outstanding (if not then due and payable) to be due and payable upon any such declarationnotice is given by the Holders), may, and the same shall become and be immediately due and payable. If an Event Trustee at the request of Default specified in clause (5) or (6) of Section 8.1 occurssuch Holders shall, all unpaid declare the principal of and accrued interest on the Securities Notes to be due and payable immediately. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a bankruptcy default occurs, the principal of and accrued interest on the Notes then outstanding 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. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, interest, if any) if it determines that withholding notice is in their interest. (b) The Holders of at least a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may rescind an acceleration on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest, if any, on the Notes (aexcept a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration). (c) If a Default for a failure to report or failure to deliver a required certificate in connection with another default (the “Initial Default”) occurs, then, at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another default that resulted solely because of that Initial Default will also be cured without any further action. In addition, any Default or Event of Default for the failure to comply with the time periods prescribed in the covenants under ‎Section 4.17 or otherwise to deliver any notice or certificate pursuant to any other provision of the Indenture shall be deemed to be cured upon the delivery of any such report required by such covenant or such notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in the Indenture. (d) In the event of any Event of Default specified in clause (5) of ‎Section 6.01, such Event of Default and all existing Events of Defaultconsequences thereof (excluding any resulting payment default, other than the nonpayment as a result of acceleration of the principal Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of and accrued interest on Notes, if within 30 days after such Event of Default arose the Securities which Company delivers an Officers’ Certificate to the Trustee stating that: (1) the Indebtedness or Guarantee that is the basis for such Event of Default has become due solely by such declaration of been discharged; or (2) holders thereof have rescinded or waived the acceleration, have been cured notice or waived; action (bas the case may be) giving rise to the extent the payment such Event of such interest is lawful, interest Default; (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c3) the rescission annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; and and (d4) all payments existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due to solely because of the Trustee and any predecessor Trustee under Section 9.7 acceleration of the Notes, have been made. No such rescission shall affect any subsequent default cured or impair any right consequent theretowaived.

Acceleration. If an Event Except as to Mortgaged Premises consisting of Default (other than an Event a dwelling which is occupied, or is to be occupied, by the debtor, who is a natural person, or a member of Default specified in clause (5) or (6) of Section 8.1) occurs and is continuingthe debtor’s immediate family, as that person’s residence, the Trustee may, by notice to Mortgagee may declare the Company, or the Holders of at least 25% in aggregate principal entire amount of the Securities then outstanding mayprincipal, by notice to together with accrued and unpaid interest and other moneys due under this Mortgage, the Company and Loan Agreement, and/or the Trusteeother Loan Documents, declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. If an Event , and accordingly accelerate payment thereof notwithstanding contrary terms of Default specified in clause (5) payment stated therein, without presentment, demand or (6) notice of Section 8.1 occursany kind, all unpaid principal of and accrued interest on which are expressly waived, notwithstanding anything to the Securities then outstanding shall ipso facto become and be immediately due and payable without contrary contained in this Mortgage, the Loan Agreement and/or the other Loan Documents. As to any declaration or other act on the part portion of the Trustee Mortgage Premises that consists of a dwelling which is occupied, or is to be occupied, by the debtor, who is a natural person, or a member of the debtor’s immediate family, as that person’s residence, Mortgagee shall give notice to Mortgagor prior to acceleration following Mortgagor’s breach of any Holdercovenant or agreement in this Mortgage. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences if shall specify: (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waiveddefault; (b) the action required to cure the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paiddefault; (c) a date, not less than 30 days from the rescission would not conflict with any judgment or decree of a court of competent jurisdictiondate the notice is given to Mortgagor, by which the default must be cured; and (d) all payments due that failure to cure the Trustee default on or before the date specified in the notice may result in acceleration of the sums secured by this Mortgage, foreclosure by judicial proceeding and any predecessor Trustee under Section 9.7 have been madesale of the Property. No such rescission The notice shall affect any subsequent further inform Mortgagor of the right to reinstate after acceleration and the right to assert in the foreclosure proceeding the non-existence of a default or impair any right consequent theretoother defense of Mortgagor to acceleration and foreclosure. If the default is not cured on or before the date specified in the notice, Mortgagee at its option may require immediate payment in full of all sums secured by this Mortgage without further demand and may foreclose this Mortgage by judicial proceeding. Mortgagee shall be entitled to collect all expenses incurred in pursuing the remedies provided in this paragraph, including, but not limited to, attorneys’ fees and costs of title evidence permitted by Rules of Court.

Acceleration. If an Event of Default (other than an Event of Default specified in clause paragraph (5h) or paragraph (6i) of Section 8.16.1 with respect to the Company) occurs and is continuing, then the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount at maturity of the outstanding Securities may, by written notice, and the Trustee upon the request of the Holders of not less than 25% in principal amount at maturity of the outstanding Securities shall, declare the Default Amount of, and any accrued and unpaid interest on, all outstanding Securities to be immediately due and payable and upon any such declaration such amounts (plus, in the case of an Event of Default that is the result of an action by the Company or any of its Restricted Subsidiaries intended to avoid restrictions on or premiums related to redemptions of the Securities then outstanding maycontained in this Indenture or the Securities, by notice an amount of premium that would have been applicable pursuant to the Company and the Trustee, declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payableor as set forth in this Indenture) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in clause paragraph (5h) or paragraph (6i) of Section 8.1 occurs6.1 with respect to the Company occurs and is continuing, then the Default Amount of, and any accrued and unpaid interest on, all unpaid principal outstanding Securities (plus, in the case of and accrued interest an Event of Default that is the result of an action by the Company or any of its Restricted Subsidiaries intended to avoid restrictions on or premiums related to redemptions of the Securities then outstanding contained in this Indenture or the Securities, an amount of premium that would have been applicable pursuant to the Securities or as set forth in this Indenture) 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. Upon payment of such Default Amount (plus, in the case of an Event of Default that is the result of an action by the Company or any of its Restricted Subsidiaries intended to avoid restrictions on or premiums related to redemptions of the Securities contained in this Indenture or the Securities, an amount of premium that would have been applicable pursuant to the Securities or as set forth in this Indenture), all of the Company's obligations under the Securities and this Indenture, other than obligations under Section 7.7, shall terminate. The Holders of a majority in aggregate principal amount at maturity of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences if (ai) all existing Events of Default, other than the nonpayment non- payment of the principal of and accrued interest on the Securities which has have become due solely by as a result of such declaration of acceleration, have been cured or waived; , (bii) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; , (ciii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; jurisdiction and (div) prior to such rescission the Company shall have paid or deposited with the Trustee all payments sums paid or advanced by the Trustee hereunder and all other amounts due to the Trustee and any predecessor Trustee its agents and counsel under Section 9.7 have been made7.7. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.01(i) or (6Section 6.01(j) of Section 8.1with respect to the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may, by written notice to the Company and the Trustee, may declare all unpaid the principal of and accrued but unpaid interest to the date of acceleration on all the Securities then outstanding (if not then due and payable) to be due and payable upon any payable. Upon such a declaration, such principal and the same interest shall become and be immediately due and payablepayable immediately. If an Event of Default specified in clause (5Section 6.01(i) or (6Section 6.01(j) of Section 8.1 with respect to the Company occurs, all unpaid the principal of and accrued interest on all the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders of a majority in aggregate principal amount of the Securities then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and if (di) the Company has paid (or deposited with the Trustee) all payments overdue interest on all the Securities and the principal amount (including the Fundamental Change Repurchase Price) of the Securities that has become due otherwise than by such acceleration or declaration, as well as paid interest upon overdue interest to the extent that payment of such interest is lawful and paid to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and any predecessor Trustee under Section 9.7 advances of the Trustee, its agents and its counsel, and (ii) all existing Events of Default have been madecured or waived except nonpayment of principal (including the Fundamental Change Repurchase Price) or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clause clauses (5h) or and (6i) of Section 8.16.01) occurs and is continuing, then and in every such case the Trustee mayTrustee, by written notice to the Company, or the Holders holders of at least 25% in aggregate principal amount of the Securities then outstanding mayConvertible Subordinated Notes, by written notice to the Company and the Trustee, may declare all the unpaid principal of of, premium, if any, and accrued and unpaid interest to and Liquidated Damages, if any, on all the date of acceleration on the Securities then outstanding (if not then due and payable) Convertible Subordinated Notes to be due and payable upon any payable. Upon such declarationdeclaration such principal amount, premium, if any, and the same accrued and unpaid interest and Liquidated Damages, if any, shall become and be immediately due and payable, notwithstanding anything contained in this Indenture or the Convertible Subordinated Notes to the contrary, but subject to the provisions of Article 11 hereof. If an any Event of Default with respect to the Company specified in clause clauses (5h) or (6i) of Section 8.1 6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Securities Convertible Subordinated Notes then outstanding shall ipso facto become and be immediately automatically due and payable subject to the provisions of Article 11 hereof, without any declaration or other act on the part of the Trustee or any Holderholder of Convertible Subordinated Notes. The Holders holders of a majority in aggregate principal amount of the Securities then outstanding Convertible Subordinated Notes by notice to the Trustee may rescind an acceleration of the Convertible Subordinated Notes and its consequences if (a) all existing Events of Default, Default (other than the nonpayment of the principal of or premium, if any, and accrued interest and Liquidated Damages, if any, on the Securities Convertible Subordinated Notes which has become due solely by virtue of such declaration of acceleration, ) have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest waived and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) if the rescission would not conflict with any judgment or decree of a any court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default Default or Event of Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause clauses (5ix) or (6x) of Section 8.1) occurs 6.01 hereof, with respect to the Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together would constitute a Significant Subsidiary), shall have occurred and is be continuing, the Trustee may, by notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Securities Notes then outstanding maymay declare to be immediately due and payable the principal amount of all the Notes then outstanding, by notice to the Company plus accrued but unpaid interest and the TrusteeAdditional Interest, declare all unpaid principal of and accrued interest if any, to the date of acceleration on acceleration. In the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. If case of an Event of Default specified in clause clauses (5ix) or (6x) of Section 8.1 occurs6.01 hereof, with respect to the Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together would constitute a Significant Subsidiary shall occur, such amount with respect to all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto Notes will become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holderthe Holders. The Holders may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to the limitations described in this Article 6, Holders of a majority in aggregate principal amount of the Securities then outstanding by Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Trustee may rescind payment of principal, premium, if any, or interest or Additional Interest, if any) if it determines that withholding notice is in their interest. In the case of an acceleration and its consequences if (a) all existing Events Event of Default, other than Default occurring by reason of any willful action or inaction taken or not taken by the nonpayment Company or on the Company's behalf with the intention of avoiding payment of the principal of and accrued interest on premium that the Securities which has become due solely by such declaration of acceleration, Company would have been cured or waived; (b) required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the payment acceleration of such interest is lawfulthe Notes. If an Event of Default occurs prior to May 1, interest (calculated at the rate per annum borne 2009, by reason of any willful action or inaction taken or not taken by the Securities) Company or on overdue installments the Company's behalf with the intention of interest avoiding the prohibition on redemption of the Notes prior to May 1, 2009, then the premium specified in Section 3.07 will also become immediately due and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due payable to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent theretoextent permitted by law upon acceleration of the Notes.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (5g) or (6h) of Section 8.16.01 hereof with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, Notes may declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon any such declarationimmediately. Notwithstanding the foregoing, and the same shall become and be immediately due and payable. If if an Event of Default specified in clause (5g) or (6h) of Section 8.1 occurs6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all unpaid principal of and accrued interest on the Securities then 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 the Trustee or any Holdernotice. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from holders of the Notes notice of any continuing Default or Event of Default (except a court Default or Event of competent jurisdiction; and (d) all payments due Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Trustee may withhold from holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the 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 the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to November 1, 2002 by reason of any predecessor Trustee under Section 9.7 have been made. No willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to November 1, 2002, then the premium specified below shall become immediately due and payable if such rescission shall affect any subsequent default or impair any right consequent thereto.Event of Default occurs prior to November 1 of the years indicated below, to the extent permitted by law, upon the acceleration of the Notes: Year Percentage ---- ---------- 1998........................................ 112.833% 1999........................................ 111.000% 2000........................................ 109.167% 2001........................................ 107.333%

Acceleration. If an Event of Default (other than an Event ------------------------- of Default specified in clause (5Section 6.01(5) or (6) of Section 8.1)) occurs and is continuing, the Trustee may, by notice Notice to the Company, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the Securities then at the time outstanding may, by notice to the Company and the Trustee, may declare all unpaid principal of and the Issue Price plus accrued interest to Original Issue Discount through the date of acceleration on declaration, and any accrued and unpaid interest (including contingent interest) through the Securities then outstanding (if not then due and payable) to be due and payable upon any date of such declaration, and on all the same shall become and Securities to be immediately due and payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount, and such accrued and unpaid interest (including contingent interest), if any, shall be due and payable immediately. If an Event of Default specified in clause (5Section 6.01(5) or (6) of Section 8.1 occursoccurs and is continuing, the Issue Price plus accrued Original Issue Discount on all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. The Holders of a majority in aggregate principal amount Principal Amount at Maturity of the Securities then outstanding at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Issue Price plus accrued Original Issue Discount that have become due solely as a court result of competent jurisdiction; acceleration and (d) if all payments amounts due to the Trustee and any predecessor Trustee under Section 9.7 7.07 have been madepaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. (a) Subject to Section 7.02(b), if an Event of Default occurs, the Company shall promptly notify the Trustee thereof. If an Event of Default (other than excluding an Event of Default specified in clause (5) 0 or (6) 0 of Section 8.10 in respect of the Company, but including such Events of Default in respect of a Significant Subsidiary or group of Subsidiaries that would, together, constitute a Significant Subsidiary) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount Accreted Principal Amount of the Securities then outstanding may, by notice to the Company and the Trustee, declare all unpaid principal of and accrued interest Accreted Principal Amount to the date of acceleration on the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same plus any interest, if any (including Additional Interest, if any), on the Securities accrued but unpaid through the date of such declaration shall become and be immediately due and payable. If an Event of Default specified in clause (5) 0 or (6) 0 of Section 8.1 occurs0 occurs in respect of the Company and not solely in respect of a Significant Subsidiary or group of Subsidiaries that would, all together, constitute a Significant Subsidiary, the entire unpaid principal Accreted Principal Amount of and accrued interest on the Securities then outstanding and such interest (including Additional Interest, if any), 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. The Holders of a majority in aggregate principal amount Accreted Principal Amount of the Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences if (a) the rescission would not conflict with any order or decree of a court of competent jurisdiction; (b) all existing Events of Default, other than the nonpayment non-payment of the principal of and accrued interest on the Securities which has become due solely by such declaration of accelerationaccelerated Accreted Principal Amount or interest, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments certain amounts due to the Trustee and any predecessor Trustee under Section 9.7 have been made0 are paid. No such rescission shall affect any subsequent default or impair any right consequent thereto. (b) Notwithstanding anything to the contrary herein or in the Securities to the contrary, the sole remedy for an Event of Default relating to the failure to comply with Section 5.02 of this Indenture or Section 314(a)(1) of the TIA, shall for the 365 calendar days after the occurrence of such an Event of Default consist exclusively of (x) prior to February 15, 2019, the right to receive additional interest on the Securities at an annual rate equal to 0.50% of the Original Principal Amount of the Securities and (y) on or after February 15, 2019, an increase of 0.50% in the Accretion Rate. Any such additional interest as described in clause (x) will be payable in the same manner and on the same Interest Payment Dates as the stated interest payable on the Securities. The additional interest will accrue on, or the increased Accretion Rate will be effective with respect to, all outstanding Securities from and including the date on which an Event of Default relating to a failure to comply with Section 5.02 of this Indenture or Section 314(a)(1) of the TIA first occurs to, but not including, the 365th day thereafter (or such earlier date on which such Event of Default shall have been cured or waived). On such 365th day (or earlier, if such Event of Default is cured or waived prior to such 365th day), such additional interest shall cease to accrue, or such increased Accretion Rate shall cease to be effective, as the case may be, and the Securities shall be subject to acceleration under Section 7.02(a) of this Indenture if the Event of Default is continuing. The provisions described in this Section 7.02(b) shall not affect the rights of Holders of Securities in the event of the occurrence of any other Event of Default.

Acceleration. If an Event of Default (other than an Event ------------ of Default specified in clause (5Section 6.01(4) or (6) of Section 8.15)) occurs and is continuing, unless the Principal Amount of all the Securities shall have already become due and payable, either the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount Principal Amount of the Securities then at the time outstanding may, by notice to the Company and the Trustee, may declare all unpaid principal of the Issue Price and accrued interest Original Issue Discount (or if the Securities have been converted to a semiannual coupon note following a Tax Event, the Restated Principal Amount, plus accrued and unpaid interest) to the date of acceleration declaration on all the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. If , whereupon such Issue Price and accrued Original Issue Discount shall be due and payable immediately; provided that, if an Event of Default specified in clause Section 6.01(4) or (5) or (6) of Section 8.1 occursoccurs and is continuing, all unpaid principal of the Issue Price and accrued interest on Original Issue Discount (or if the Securities then outstanding have been converted to a semiannual coupon note following a Tax Event, the Restated Principal Amount, plus accrued and unpaid interest) on all the Securities to the date of the occurrence of such Event of Default shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. The Holders of a majority in aggregate principal amount Principal Amount of the Securities then outstanding at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Issue Price and accrued Original Issue Discount that have become due solely as a court result of competent jurisdiction; acceleration and (d) if all payments amounts due to the Trustee and any predecessor Trustee under Section 9.7 7.07 have been madepaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in clause (5Section 6.01(f) or (6Section 6.01(g) of Section 8.1with respect to the Company) occurs shall have occurred and is be continuing, the Trustee may, by notice to the Company, or the Holders of at least 25not less than 30% in aggregate principal amount of the Securities then outstanding may, by notice to the Company and the Trustee, declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in clause (5) or (6) of Section 8.1 occurs, all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee Company and the Trustee, may rescind declare to be immediately due and payable an acceleration amount equal to 100% of the principal amount of the Securities then outstanding, plus the Applicable Premium as of, and its consequences accrued and unpaid interest, if (aany, to, but not including, the date of such payment. Upon such a declaration, such principal, premium and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) all existing Events of Defaultor Section 6.01(g) with respect to the Company occurs, other than the nonpayment of the principal of and premium (including the Applicable Premium) and accrued and unpaid interest on all the Securities which has shall, automatically and without any action by the Trustee or any Holder, become and be immediately due solely and payable. The Holders of a majority in aggregate principal amount of the outstanding Securities by notice to the Trustee and the Company may rescind and annul such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) acceleration if the rescission would not conflict with any judgment or decree and if all existing Events of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 Default have been madecured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereto. Without limiting the generality of the foregoing, in the event an Applicable Premium Event occurs, the amount that becomes due and payable upon such Applicable Premium Event shall include the Applicable Premium. In any such case, the Applicable Premium shall constitute part of the obligations payable by the Company (and guaranteed by the Subsidiary Guarantors) in respect of the Securities, which obligations are secured by the Collateral, and constitutes liquidated damages, not unmatured interest or a penalty, as the actual amount of damages to the holders as a result of the relevant Applicable Premium Event would be impracticable and extremely difficult to ascertain. Accordingly, the Applicable Premium is provided by mutual agreement of the Company and the Subsidiary Guarantors and the Holders as a reasonable estimation and calculation of such actual lost profits and other actual damages of such holders. Without limiting the generality of the foregoing, it is understood and agreed that upon the occurrence of any Applicable Premium Event, the Applicable Premium shall be automatically and immediately due and payable as though any Securities subject to such Applicable Premium Event were voluntarily prepaid as of such date and shall constitute part of the obligations payable by the Company (and guaranteed by the Subsidiary Guarantors) in respect of the Securities, which obligations are secured by the Collateral. The Applicable Premium shall also be automatically and immediately due and payable if the Securities are satisfied, released or discharged by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other means. THE COMPANY AND THE SUBSIDIARY GUARANTORS HEREBY EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR OTHER LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH EVENTS, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENT. The Company and the Subsidiary Guarantors expressly agree (to the fullest extent it and they may lawfully do so) that with respect to the Applicable Premium payable under the terms of this Indenture: (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business parties, ably represented by counsel; (ii) the Applicable Premium shall be payable notwithstanding the then-prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Holders and the Company and the Subsidiary Guarantors giving specific consideration in this transaction for such agreement to pay the Applicable Premium; and (iv) the Company and the Subsidiary Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company and the Subsidiary Guarantors expressly acknowledge that their agreement to pay the Applicable Premium as herein described is a material inducement to the Holders to purchase the Securities. Nothing in this paragraph is intended to limit, restrict, or condition any of the Company’s or the Subsidiary Guarantors’ obligations or any of the Holders’ rights or remedies hereunder.

Acceleration. (a) If an Event of Default (other than an Event occurs, then the Trustee, at the direction of Default specified in clause (5) or (6) of Section 8.1) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least twenty-five percent (25% in aggregate principal amount %) of the Securities Aggregate Principal Amount of the then outstanding mayNotes may declare the Aggregate Outstanding Principal Amount, by notice to the Company any Applicable Premium and the Trustee, declare all any accrued and unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon immediately by a notice in writing to the Issuer (and to the Trustee if such notice is given by Holders as aforesaid); provided, after any such declarationacceleration, but before any judgment or decree based on acceleration is issued, the Holders of a majority in Aggregate Principal Amount of the outstanding Notes may (but shall have no obligation to) rescind and annul such acceleration if (i) all Events of Default, other than the same shall become nonpayment of the accelerated Aggregate Principal Amount or applicable portion thereof or interest on such Notes, have been cured or waived as provided in this Indenture and be immediately due and payable. (ii) such rescission or annulment would not conflict with any decree of judgment of a court of competent jurisdiction. (b) If an Event of Default specified in clause (5) or (613) of Section 8.1 6.1 occurs, all the Aggregate Outstanding Principal Amount, together with any Applicable Premium with respect thereto and any accrued and unpaid principal of and accrued interest on the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without the requirement for any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount . (c) Without limiting the generality of the Securities then outstanding by notice to foregoing, it is understood and agreed that in the Trustee may rescind event of an acceleration and its consequences if (a) all existing Events of the Obligations as a result of an Event of Default, other than the nonpayment Applicable Premium shall be due and payable as though the Issuer had voluntarily redeemed the Notes on the date of such acceleration and such Applicable Premium shall in such case constitute -64- a part of the principal Obligations in view of the impracticability and accrued difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. If the Applicable Premium becomes due and payable, it shall be deemed to be part of the Principal Amount of the applicable Notes, and interest shall accrue on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment full Principal Amount of such interest is lawful, interest Notes (calculated at including the rate per annum borne by the SecuritiesApplicable Premium) on overdue installments of interest from and overdue principal, which has become due otherwise than by after such declaration of acceleration, has been paid; acceleration date. Any Applicable Premium payable pursuant to this clause (c) shall be presumed to be liquidated damages sustained by each Holder as the rescission would not conflict with any judgment or decree result of a court the acceleration of competent jurisdiction; the Notes and (d) all payments due to the Trustee and any predecessor Trustee Issuer agrees that the same is reasonable under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent theretothe circumstances presently existing.

Acceleration. If an Event of Default (other than an Event ------------ of Default specified in clause (5Section 6.01(4) or (6) of Section 8.15)) occurs and is continuing, unless the Principal Amount of all the Securities shall have already become due and payable, either the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount Principal Amount of the Securities then at the time outstanding may, by notice to the Company and the Trustee, may declare all unpaid principal of the Issue Price and accrued interest Original Issue Discount (or if the Securities have been converted to a semiannual coupon note following a Tax Event, the Restated Principal Amount, plus accrued and unpaid interest) through the date of acceleration declaration on all the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. If , whereupon such Issue Price and accrued Original Issue Discount shall be due and payable immediately; provided -------- that, if an Event of Default specified in clause Section 6.01(4) or (5) or (6) of Section 8.1 occursoccurs and is continuing, all unpaid principal of the Issue Price and accrued interest on Original Issue Discount (or if the Securities then outstanding have been converted to a semiannual coupon note (or if the Securities have been converted to a semiannual coupon note following a Tax event, the Restated Principal Amount, plus accrued and unpaid interest) following a Tax Event, the Restated Principal Amount, plus accrued and unpaid interest) on all the Securities through the date of the occurrence of such Event of Default shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. The Holders of a majority in aggregate principal amount Principal Amount of the Securities then outstanding at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; jurisdiction and if all existing Events of Default have been cured or waived except nonpayment of the Issue Price and accrued Original Issue Discount (dor accrued and unpaid interest) that have become due solely as a result of acceleration and if all payments amounts due to the Trustee and any predecessor Trustee under Section 9.7 7.06 have been madepaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event with respect to Securities of Default specified in clause (5) or (6) of Section 8.1) any Series occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may, of that Series by notice to the Company and the Trustee, may declare all unpaid that the principal of and accrued interest to the date (or, if any of acceleration on the Securities then outstanding (if not then due and payableof that Series are original issue discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) to shall be due and payable upon any immediately. Upon such declaration, such principal (or specified amount) and the same interest shall become and be immediately due and payable. If an Event of Default specified in clause (5) or (6) of Section 8.1 occurs, all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderimmediately. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding of that Series by notice to the Company and the Trustee may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal, interest or premium, if any, that has become due solely because of the acceleration. Notwithstanding any provisions to the contrary contained in this Section 6.02 and in addition thereto, upon receipt by the Trustee of any declaration of acceleration, or rescission and annulment thereof, with respect to Securities of a court series all or part of competent jurisdictionwhich is represented by a Global Security, the Trustee shall establish a record date for determining Holders of outstanding Securities of such Series entitled to join in such declaration of acceleration, or rescission and annulment, as the case may be, which record date shall be at the close of business on the day the Trustee receives such declaration of acceleration, or rescission and annulment, as the case may be. The Holders on such record date, or their duly designated proxies, and only such Holders, shall be entitled to join in such declaration of acceleration, or rescission and annulment, as the case may be, whether or not such Holders remain Holders after such record date; provided, however, that unless such declaration of acceleration, or rescission and (d) all payments due annulment, as the case may be, shall have become effective by virtue of the requisite percentage having been obtained prior to the Trustee day which is 90 days after such record date, such declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any predecessor Trustee under Holder be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new declaration of acceleration, or rescission or annulment thereof, as the case may be, that is identical to a declaration of acceleration, or rescission or annulment thereof, which has been cancelled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent thereto6.02.

Acceleration. If an Event of Default (other than excluding an Event of Default specified in clause (5SECTION 6.01(viii) or (6ix) with respect to the Company (but including an Event of Section 8.1Default specified in SECTION 6.01(viii) or (ix) solely with respect to a Significant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company)) occurs and is continuing, the Trustee may, 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 may, by written notice to the Company and the Trustee, may declare all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then to be immediately due and payablepayable in full. Upon such declaration, the principal of, and any accrued and unpaid interest (including additional interest) to on, all Securities shall be due and payable upon any such declaration, and the same shall become and be immediately due and payableimmediately. If an Event of Default specified in clause (5SECTION 6.01(viii) or (6ix) with respect to the Company (excluding, for purposes of Section 8.1 this sentence, an Event of Default specified in SECTION 6.01(viii) or (ix) solely with respect to a Significant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company) occurs, all unpaid the principal of of, and accrued and unpaid interest on (including any additional interest) on, all the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding by written notice to the Trustee may rescind or annul an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (cA) the rescission would not conflict with any judgment order or decree decree, (B) all existing Events of a court Default, except the nonpayment of competent jurisdiction; principal or interest (including and additional interest) that has become due solely because of the acceleration, have been cured or waived and (dC) all payments amounts due to the Trustee and any predecessor Trustee the Securities Agent under Section 9.7 SECTION 7.07 have been madepaid. No -29- Notwithstanding the foregoing, if the Company so selects, the sole remedy of Holders for an Event of Default relating to any obligation the Company may have or is deemed to have pursuant to TIA Section 314(a)(1) relating to the failure of the Company to file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act or of the covenant in SECTION 4.03 shall for the first ninety (90) days after the occurrence of such rescission Event of Default consist exclusively of the right (the "EXTENSION RIGHT") to receive additional interest on the Securities at an annual rate equal to 0.25% of the principal amount of the Securities. Any such additional interest shall affect be payable in the same manner and on the same dates as the stated interest payable on the Securities. The additional interest shall accrue on all outstanding Securities from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations in this Indenture first occurs to but not including the ninetieth (90th) day thereafter (or such earlier date on which such Event of Default shall have been cured or waived). On such ninetieth (90th) day (or earlier, if such Event of Default is cured or waived prior to such ninetieth (90th) day), such additional interest shall cease to accrue and the Securities shall be subject to acceleration as provided in the preceding paragraph if such Event of Default is continuing. For the avoidance of doubt, the additional interest shall not begin to accrue until the Company fails to perform the covenant in SECTION 4.03 for a period of sixty (60) days after notice of such failure to the Company by the Trustee or to the trustee and the Company by Holders of at least twenty-five percent (25%) in aggregate principal amount of the Securities then outstanding in accordance with this Indenture. Notwithstanding the preceding paragraph, if an event of default under any subsequent other series of debt securities of the Company occurs as a result of the failure of the Company to file any such document or report and such event of default or impair any right consequent theretoresults in the principal amount of such other debt securities becoming due and payable, then the Extension Right shall no longer apply and the Securities shall be subject to acceleration as provided in the first paragraph of this Section 6.02.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (57) or (6) 8) of Section 8.16.1 that occurs with respect to the Issuer) occurs shall occur and is continuingbe continuing under this Indenture, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding mayoutstanding, by written notice to the Company Issuer (and to the Trustee if such notice is given by the Holders), may, and the TrusteeTrustee at the request of such Holders shall, declare all unpaid the principal of of, premium, if any, and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued 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) of Section 6.1 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.1 shall be remedied or cured by the Issuer, the relevant Subsidiary Guarantor 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. If an Event of Default specified in clause (57) or (6) 8) of Section 8.1 occurs6.1 shall occur with respect to the Issuer, all unpaid any Subsidiary Guarantor or any group of Subsidiaries that taken together would constitute a Significant Subsidiary, the principal of of, premium, if any, and accrued interest on the Securities then outstanding 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. The Holders In addition to acceleration of maturity of the Securities, if an Event of Default occurs and is continuing, the holders of a majority in of the aggregate outstanding principal amount of the Securities then outstanding by notice and the Parity Lien Indebtedness voting as a single class shall have the right to direct the Joint Collateral Agent to exercise remedies with respect to the Trustee may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent theretoCollateral.

Acceleration. (a) If an Event of Default (Default, other than an Event of Default specified in clause (5) or (6) of Section 8.1) a bankruptcy default, occurs and is continuingcontinuing under the Indenture, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities Notes then outstanding mayoutstanding, by written notice to the Company (and the Trustee, declare all unpaid principal of and accrued interest to the date of acceleration on Trustee if the Securities then outstanding (if not then due and payable) to be due and payable upon any such declarationnotice is given by the Holders), may, and the same shall become and be immediately due and payable. If an Event Trustee at the request of Default specified in clause (5) or (6) of Section 8.1 occurssuch Holders shall, all unpaid declare the principal of and accrued interest on the Securities Notes to be due and payable immediately. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a bankruptcy default occurs, the principal of and accrued interest on the Notes then outstanding 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. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, interest, if any) if it determines that withholding notice is in their interest. (b) The Holders of at least a majority in aggregate principal amount of the Securities Notes then outstanding by notice to the Trustee may rescind an acceleration on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest, if any, on the Notes (aexcept a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration). (c) If a Default for a failure to report or failure to deliver a required certificate in connection with another default (the “Initial Default”) occurs, then, at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another default that resulted solely because of that Initial Default will also be cured without any further action. In addition, any Default or Event of Default for the failure to comply with the time periods prescribed in the covenants under Section 4.17 or otherwise to deliver any notice or certificate pursuant to any other provision of the Indenture shall be deemed to be cured upon the delivery of any such report required by such covenant or such notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in the Indenture. (d) In the event of any Event of Default specified in clause (5) of Section 6.01, such Event of Default and all existing Events of Defaultconsequences thereof (excluding any resulting payment default, other than the nonpayment as a result of acceleration of the principal Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of and accrued interest on Notes, if within 30 days after such Event of Default arose the Securities which Company delivers an Officers’ Certificate to the Trustee stating that: (1) the Indebtedness or Guarantee that is the basis for such Event of Default has become due solely by such declaration of been discharged; or (2) holders thereof have rescinded or waived the acceleration, have been cured notice or waived; action (bas the case may be) giving rise to the extent the payment such Event of such interest is lawful, interest Default; (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c3) the rescission annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; and and (d4) all payments existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due to solely because of the Trustee and any predecessor Trustee under Section 9.7 acceleration of the Notes, have been made. No such rescission shall affect any subsequent default cured or impair any right consequent theretowaived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5ix) or (6x) of Section 8.16.01(a) with respect to the Company or any Subsidiary Guarantor) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Securities then outstanding may, Securities by notice to the Company (and the Trustee, declare all unpaid principal of and accrued interest to the date Trustee if given by the Holders), may declare (a "Declaration of acceleration on Acceleration") the principal amount of, and any accrued and unpaid interest on, all the Securities then outstanding (if not then due and payable) to be due and payable upon (the "Default Amount"). Upon any such declaration, and Declaration of Acceleration the same Default Amount shall become and be immediately due and payablepayable immediately. If an Event of Default specified in clause (5ix) or (6x) of Section 8.1 occurs6.01(a) occurs with respect to the Company or any of the Subsidiary Guarantors, all unpaid principal of and accrued interest on the Securities then outstanding Default Amount shall ipso facto become and be immediately due and payable without any declaration Declaration of Acceleration or other act on the part of the Trustee or any HolderSecurityholder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities by written notice to the Trustee and to the Company may rescind an acceleration and its consequences any Declaration of Acceleration if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (ci) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (dii) if all Events of Default then continuing (other than any Events of Default with respect to the nonpayment of principal of or interest on any Security which has become due solely as a result of such Declaration of Acceleration) have been and (iii) all payments amounts due to the Trustee and any predecessor Trustee under Section 9.7 7.07 have been made. No such rescission shall affect paid, and may waive any subsequent default Default other than a Default with respect to a covenant or impair any right consequent theretoprovision that cannot be modified or amended without the consent of each Securityholder pursuant to Section 9.02 hereof.

Acceleration. If Subject to the terms of the Security Documents, if an Event of Default (other than an Event of Default specified in clause (5) or (6) of Section 8.1that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuingcontinuing under this Indenture, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding mayNotes, then-outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the TrusteeTrustee at the request of such Holders shall, declare all unpaid the principal of of, premium, if any, and accrued interest to the date of acceleration and Additional Interest, if any, on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest and Additional Interest, if any, shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in 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 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (5) or (6) of Section 8.1 occursoccurs with respect to the Company, all unpaid the principal of of, premium, if any, and accrued interest and Additional Interest, if any, on the Securities then Notes then-outstanding 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. The Holders of at least a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Trustee Company and to the Trustee, may waive all past defaults and rescind an and annul a declaration of acceleration and its consequences if (ax) all existing Events of Default, other than the nonpayment of the principal of of, premium, if any, and accrued interest and Additional Interest (if any) on the Securities which has Notes that have become due solely by such declaration of acceleration, have been cured or waived; , (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (cy) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; jurisdiction and (dz) all payments due to outstanding fees and expenses of the Trustee and any predecessor Trustee under Section 9.7 incurred in connection with such Default or Event of Default have been made. No such rescission shall affect any subsequent default or impair any right consequent theretopaid.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.01(e) or (66.01(f) of Section 8.1with respect to the Issuer) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may, by written notice to the Company Issuer may, and if such notice is given by the Holders such notice shall be given to the Issuer and the Trustee, declare all unpaid the principal of of, and the premium, if any, and accrued but unpaid interest to the date of acceleration on the on, all Securities then outstanding (if not then due and payable) to be due and payable upon any payable. Upon such a declaration, such principal and the same interest shall become and be immediately due and payablepayable immediately. If an Event of Default specified in clause (5Section 6.01(e) or (66.01(f) of Section 8.1 with respect to the Issuer occurs, all unpaid the principal of of, and the premium, if any, and accrued but unpaid interest on the on, all Securities then outstanding 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 HolderHolders. If the principal of, premium, if any or accrued and unpaid interest, if any, on the Securities becomes due and payable as provided above (an “Acceleration”) on or after [ ], 2020, the principal of, and the premium, if any, and accrued but unpaid interest on the Securities that becomes due and payable shall equal the optional redemption price in effect on the date of such Acceleration, as if such Acceleration were an optional redemption of the Securities affected thereby on such date of Acceleration. If an Acceleration occurs prior to [ ], 2020, the principal of, and the premium, if any, and accrued but unpaid interest on the Securities that becomes due and payable shall equal the redemption price set forth in Paragraph 5 of the form of Security set forth in Exhibit A hereto in effect on the date of such Acceleration, as if such Acceleration were an optional redemption of the Securities affected thereby on such date of Acceleration. The amounts described in the preceding two sentences are intended to be liquidated damages and not unmatured interest or a penalty. The Holders of a majority in aggregate principal amount of the outstanding Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences with respect to all outstanding Securities if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (except nonpayment of competent jurisdiction; principal, interest or premium that has become due solely because of the acceleration) have been (or are concurrently with such rescission) cured or waived. In the event of any Event of Default specified in Section 6.01(d), such Event of Default and all consequences thereof (d) all payments including any acceleration of Securities due to the Trustee and any predecessor Trustee occurrence of such Event of Default under Section 9.7 6.01(d)) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 30 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness with respect to which such Event of Default occurred has been discharged, (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been made. No such rescission shall affect any subsequent default or impair any right consequent theretocured.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5ix) or (6x) of Section 8.16.01(a) with respect to the Issuers or any Subsidiary Guarantor) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Securities then outstanding may, Securities by notice to the Company Issuers (and the Trustee, declare all unpaid principal of and accrued interest to the date Trustee if given by the Holders), may declare (a "Declaration of acceleration on Acceleration") the principal amount of, and any accrued and unpaid interest on, all the Securities then outstanding (if not then due and payable) to be due and payable upon (the "Default Amount"). Upon any such declaration, and Declaration of Acceleration the same Default Amount shall become and be immediately due and payablepayable immediately. If an Event of Default specified in clause (5ix) or (6x) of Section 8.1 occurs6.01(a) occurs with respect to an Issuer or any of the Subsidiary Guarantors, all unpaid principal of and accrued interest on the Securities then outstanding Default Amount shall ipso facto IPSO FACTO become and be immediately due and payable without any declaration Declaration of Acceleration or other act on the part of the Trustee or any HolderSecurityholder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities by written notice to the Trustee and to the Issuers may rescind an acceleration and its consequences any Declaration of Acceleration if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (ci) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (dii) if all Events of Default then continuing (other than any Events of Default with respect to the nonpayment of principal of or interest on any Security which has become due solely as a result of such Declaration of Acceleration) have been and (iii) all payments amounts due to the Trustee and any predecessor Trustee under Section 9.7 7.07 have been made. No such rescission shall affect paid, and may waive any subsequent default Default other than a Default with respect to a covenant or impair any right consequent theretoprovision that cannot be modified or amended without the consent of each Securityholder pursuant to Section 9.02 hereof.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (56) or (67) of Section 8.16.01 with respect to either Issuer) occurs and is continuingcontinuing under this Indenture, the Trustee may, by written notice to the Company, Issuers or the Holders of at least 2530.00% in aggregate principal amount of the Securities then total outstanding may, Notes by written notice to the Company Issuers and the TrusteeTrustee may declare the principal, declare premium, if any, interest and any other monetary obligations on all unpaid principal of and accrued interest to the date of acceleration on the Securities then outstanding (if not then due and payable) Notes to be due and payable upon any immediately. Upon the effectiveness of such declaration, such principal of and the same shall become premium, if any, and interest will be immediately due and payablepayable immediately. If 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 their interest. The Trustee will have no obligation to accelerate the Notes. Notwithstanding the foregoing, in the case of an Event of Default specified in arising under clause (56) or (67) of Section 8.1 occurs6.01 hereof with respect to either of the Issuers, all unpaid principal of and accrued interest on the Securities then 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 the Trustee or any Holdernotice. The Holders of a majority in of the aggregate principal amount of the Securities then outstanding Notes, by written notice to the Trustee Trustee, may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder (except a continuing Default with respect to non-payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and rescind an any acceleration with respect to the Notes and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; . In the event of any Event of Default specified in Section 6.01(4) hereof, such Event of Default and all consequences thereof (dexcluding any resulting payment default, other than as a result of acceleration of the Notes) all payments due to will be annulled, waived and rescinded, automatically and without any action by the Trustee and any predecessor Trustee under Section 9.7 or the Holders, if: (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; (2) the requisite holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (3) the default that is the basis for such Event of Default has been made. No such rescission shall affect any subsequent default cured, waived or impair any right consequent theretois no longer continuing.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (5Section 6.01(5) or (6) of Section 8.1)) occurs and is continuing, the Trustee may, by notice Notice to the Company, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the Securities then at the time outstanding may, by notice to the Company and the Trustee, may declare all the Initial Principal Amount at Maturity plus any accrued and unpaid principal of Contingent Cash Interest and accrued interest to Contingent Additional Principal through the date of acceleration on the Securities then outstanding (if not then due and payable) declaration to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. Upon such a declaration, such Initial Principal Amount at Maturity plus accrued Contingent Additional Principal and the Contingent Cash Interest, if any, shall be due and payable immediately. If an Event of Default specified in clause (5Section 6.01(5) or (6) of Section 8.1 occursoccurs and is continuing, the Initial Principal Amount at Maturity plus accrued and unpaid Contingent Cash Interest and Contingent Additional Principal, if any, on all unpaid principal of and accrued interest on the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. The Holders of a majority in aggregate principal amount Principal Amount at Maturity of the Securities then outstanding at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Securities) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Initial Principal Amount at Maturity plus accrued and unpaid Contingent Cash Interest and Contingent Additional Principal, if any, that have become due solely as a court result of competent jurisdiction; acceleration and (d) if all payments amounts due to the Trustee and any predecessor Trustee under Section 9.7 7.06 have been madepaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.