Common use of Acceleration Clause in Contracts

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may declare the principal of and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities Notes by notice to the Issuer, may declare the principal of of, premium, if any, and accrued and but unpaid interest on all the Securities Notes to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately interest shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Company or Issuer occurs, the Issuer occurs principal of, premium, if any, and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of the Securities Notes by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice In the event of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is specified in fact Section 6.01(d), such a Default or Event of Default at and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Corporate Trust Office Trustee or the Holders of the Notes, if within 30 days after such Event of Default arose the Issuer 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 reference or action (as the Securities and this Indenturecase 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. (a) If an Event of Default (other than an Event of Default specified in clause (vii) of Section 6.01(f6.1(a) or (g) above with respect to the Company or the Issuer) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities then Outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Securities Notes to be immediately due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,.” and the same will become immediately due and payable. If an Event of Default specified in clause (vii) of Section 6.01(f6.1(a) or (g) above occurs with respect to the Company or the Issuer occurs and is continuingIssuer, then all the unpaid principal of (and premium, if any) and accrued and unpaid interest on all of the outstanding Securities 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 Holder. . (b) At any time after a declaration of acceleration with respect to the Securities Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities Notes may rescind and cancel such declaration and its consequences consequences: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived waived, except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; and (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indentureadvances.

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 Section 6.01(f6.01(5) or (g6) with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities of that Series by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may declare the principal amount of (or, in the case of Original Issue Discount Securities of that Series, the portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest on all the Securities of that Series to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is payable. Upon such a “notice of acceleration,” and the same will become immediately declaration, such amounts shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f6.01(5) or (g6) with respect to the Company or Issuer occurs, the Issuer occurs and is continuingprincipal amount of (or, then all unpaid principal in the case of Original Issue Discount Securities of that Series, the portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest on all the Securities of the outstanding Securities each Series of Security shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of the Securities of any Series of Securities by written notice to the Trustee may rescind and cancel such declaration an acceleration of that Series of Securities and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default with respect to such Series of Securities have been cured or waived except nonpayment of the principal or amount of (or, in the case of Original Issue Discount Securities of that Series, the portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest on all Securities of that Series that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) clauses (8) or (g9)) with respect to the Company or the Issuer) shall occur under Section 6.01 occurs and be is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in of the principal amount of the outstanding Securities may declare the unpaid principal of and premium, if any, or the Change of Control purchase price if the Event of Default includes failure to pay the Change of Control purchase price, and accrued and unpaid interest on on, all the Securities then outstanding to be due and payable payable, by a notice in writing to the Issuer Company (and to the Trustee specifying the respective Event of Default Trustee, if given by Holders), and that it is a “notice of acceleration,” upon any such declaration such principal, premium, if any, and the same will accrued and unpaid interest shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Securities to the contrary. If an Event of Default specified in Section 6.01(f) clauses 8 or (g) with respect to the Company or the Issuer occurs and is continuing9 above occurs, then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of on, the Securities then outstanding Securities shall ipso facto will become and be immediately due and payable payable, without any declaration or other act on the part of the Trustee or any Holder. At any time after The Holders of a majority of the principal amount of the outstanding Securities, by written notice to the Company, the Subsidiary Guarantors and the Trustee, may rescind and annul a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities may rescind and cancel such declaration and its consequences if (i1) the Company or any Subsidiary Guarantor has paid or deposited with such Trustee a sum sufficient to pay (A) all overdue installments of interest on all the Securities, (B) the principal of, and premium, if any, on any Securities that have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in the Securities, (C) to the extent that payment of such interest is lawful, interest on the defaulted interest at the rate or rates prescribed therefor in the Securities, and (D) all money paid or advanced by the Trustee thereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (2) all Events of Default, other than the non-payment of the principal of any Securities that have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture; and (3) the rescission would not conflict with any judgment or decree, (ii) if all existing Events decree of Default have been cured or waived except nonpayment a court of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waivedcompetent jurisdiction. No such rescission shall will affect any subsequent Event of Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenturethereon.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f12.1(e) or (gf) with respect to the Company or the IssuerBorrower) shall occur occurs and be is continuing, the Trustee Administrative Agent or the Holders Lenders of at least 25% in principal amount of outstanding Securities Loans by notice to the Borrower, may declare the principal of of, premium, if any, and accrued and but unpaid interest on all the Securities Loans to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately interest shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f12.1(e) or (gf) with respect to the Company or Borrower occurs, the Issuer occurs principal of, premium, if any, and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities Loans shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee Administrative Agent or any HolderLenders. At any time after a declaration of acceleration with respect The Required Lenders by notice to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities Administrative Agent may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice In the event of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is specified in fact Section 12.1(d), such a Default or Event of Default at and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Corporate Trust Office Administrative Agent or the Lenders, if within 30 days after such Event of Default arose the Borrower delivers an Officers’ Certificate to the Administrative Agent 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 Trustee and principal amount of the Loans as described above be annulled, waived or rescinded upon the happening of any such notice reference the Securities and this Indentureevents.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (vii) of Section 6.01(f6.1(a) or (g) above with respect to the Company or the Issuer) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities then Outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Securities Notes to be immediately due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,.” and the same will become immediately due and payable. If an Event of Default specified in clause (vii) of Section 6.01(f6.1(a) or (g) above occurs with respect to the Company or the Issuer occurs and is continuingIssuer, then all the unpaid principal of (and premium, if any) and accrued and unpaid interest on all of the outstanding Securities 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 Holder. . (b) At any time after a declaration of acceleration with respect to the Securities Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities Notes may rescind and cancel such declaration and its consequences consequences: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived waived, except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; and (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and advances. (vc) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall is not to be deemed to have notice charged with knowledge of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice or knowledge of any event which is in fact such a cure of any Default or Event of Default at the Corporate Trust Office unless written notice of such Default or Event of Default has been given to an authorized officer of the Trustee and such notice reference with direct responsibility for the Securities and administration of this IndentureIndenture by the Issuer or any Holder.

Acceleration. If an Event (a) In the case of Default (other than an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 5.01 hereof, with respect to the Company Suburban Propane, Finance Corp. or the Issuer) shall occur any Significant Subsidiary of Suburban Propane, all Notes will become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities the Notes may declare the principal of and accrued and unpaid interest on all the Securities Notes to be due and payable by notice in writing to immediately. Upon any such declaration, the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will Notes shall become immediately due and payable. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the immediately. (b) The Holders of a majority in aggregate principal amount of the Securities may then outstanding Notes by written notice to the Trustee may, on behalf of all the Holders, rescind and cancel such declaration an acceleration or waive any existing Default or Event of Default and its consequences consequences, except a Continuing Default or Event of Default in the payment of interest on, or principal of, the Notes: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium, if any, that has become due solely because of the acceleration, ) have been cured or waived; (iii) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which principal that has become due otherwise than by such declaration of acceleration, acceleration has been paid, ; (iv) if the Issuer has Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (fg) or (gh) of Section 6.015.01 hereof, if the Trustee shall have received an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

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 Section 6.01(f6.01(5) or (g6) with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities of that Series by notice to the Issuer (and to the Trustee if such notice is given by the Holders), may declare the principal amount of (or, in the case of Original Issue Discount Securities of that Series, the portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest on all the Securities of that Series to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is payable. Upon such a “notice of acceleration,” and the same will become immediately declaration, such amounts shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f6.01(5) or (g6) with respect to the Company or Issuer occurs, the Issuer occurs and is continuingprincipal amount of (or, then all unpaid principal in the case of Original Issue Discount Securities of that Series, the portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest on all the Securities of the outstanding Securities each Series of Security shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of the Securities of any Series of Securities by notice to the Trustee may rescind and cancel such declaration an acceleration of that Series of Securities and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default with respect to such Series of Securities have been cured or waived except nonpayment of the principal or amount of (or, in the case of Original Issue Discount Securities of that Series, the portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest on all Securities of that Series that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(fclause (9) or (g10) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Issuer) shall occur Company, all outstanding Notes will become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Securities Notes may declare the principal of and accrued and unpaid interest on all the Securities Notes to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payableimmediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities shall ipso facto Notes become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At at any time after a declaration of acceleration with respect prior to the Securities as described in the preceding paragraphmaturity, the amount that shall become due and payable shall be the Aggregate Accreted Principal Amount of such Notes. Holders of a majority in aggregate principal amount of the Securities may then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind and cancel such declaration an acceleration or waive any existing Default or Event of Default and its consequences (i) under this Indenture if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal or Aggregate Accreted Principal Amount, interest or premium that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written under this Indenture if it determines that withholding notice of any event which is in fact such their interest, except a Default or Event of Default under this Indenture relating to the payment of principal or Aggregate Accreted Principal Amount, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the Corporate Trust Office request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs on or prior to November 15, 2010 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Trustee Company or the Guarantors with the intention of avoiding the prohibition on redemption of the Notes prior to November 15, 2010 or the requirement to pay the Designated Event Make-Whole Amount, then, upon acceleration of the Notes, any additional premium shall also become due and such notice reference immediately payable, to the Securities and this Indentureextent permitted by law, in an amount equal to the Designated Event Make-Whole Amount.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) hereof with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the Issuer) shall occur and be continuing, the Trustee or the Holders holders of at least 25% in principal amount of outstanding Securities Notes by notice to the Company, with a copy to the Trustee, may declare the principal of of, premium, if any, and accrued and but unpaid interest on all the Securities Notes to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately interest shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or occurs, the Issuer occurs principal of, premium, if any, and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders The holders of a majority in principal amount of outstanding Notes by notice to the Securities Trustee may rescind and cancel any such declaration acceleration with respect to the Notes and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent or other Default or impair any right consequent theretoright. The Trustee shall not be deemed to have notice In the event of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is specified in fact Section 6.01(e), such a Default or Event of Default at and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Corporate Trust Office Trustee or the holders of the Notes, if within 30 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 reference or action (as the Securities and this Indenturecase 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 Section 6.01(f) clause (8) or (g9) with respect of Section 6.1) shall have occurred and be continuing under this Indenture, the Trustee, by written notice to the Company or the Issuer) shall occur and be continuingCompany, the Trustee or the Holders of at least 2525.0% in aggregate principal amount of the Notes then outstanding Securities by written notice to the Company and the Trustee, may declare (an “acceleration declaration”) the principal of, and accrued and unpaid interest, if any, on all outstanding amounts owing under the Notes to be due and payable. Upon such acceleration declaration, the aggregate principal of and accrued and unpaid interest interest, if any, on all the Securities to be outstanding Notes shall become due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding 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 Holderimmediately. At any time after such acceleration pursuant to this Section 6.2, but before a declaration of acceleration with respect to the Securities as described in the preceding paragraphjudgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Securities Notes then outstanding may rescind and cancel annul such declaration and its consequences acceleration if: (i1) if the rescission would not conflict with any judgment or decree, ; (ii2) if all existing Events of Default have been cured or waived except other than nonpayment of accelerated principal or interest that has become due solely because of the acceleration, and interest; (iii3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv4) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and advances; and (v5) in the event of the cure or waiver of an Event of Default of the type described in clause clauses (f) 8) or (g9) of Section 6.016.1 hereof, the Trustee shall have received an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or If an Event of Default specified in clause (8) or (9) of Section 6.1 occurs, then all unpaid principal of, and accrued and unpaid interest, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other than a Payment Default) unless a Responsible Officer action or notice on the part of the Trustee has received written notice of or any event which is in fact such a Default or Event of Default at the Corporate Trust Office Holder of the Trustee and such notice reference Notes to the Securities and this Indentureextent permitted by applicable law.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (5) or (g6) with respect to the Company or the Issuerabove) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may declare the principal of of, premium, if any, and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer Company (and to the Trustee Trustee, if given by the Holders) specifying the respective Event Events of Default and that it is a “notice of acceleration,” and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclause (5) or (g6) with respect to the Company or the Issuer above occurs and is continuing, then all unpaid principal of of, premium, if any, and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the then outstanding Securities may rescind and cancel such declaration and its consequences consequences; (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and any other sums owing to the Trustee pursuant to Section 7.07; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause clauses (f5) or and (g6) of Section 6.01the description above of Events of Default, the Trustee shall have received an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (vii) of Section 6.01(f6.1(a) or (g) above with respect to the Company Issuer or the IssuerCompany) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities then Outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Securities Notes to be immediately due and payable by notice in writing to the Issuer Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,.” and the same will become immediately due and payable. If an Event of Default specified in clause (vii) of Section 6.01(f6.1(a) or (g) above occurs with respect to the Company or the Issuer occurs and is continuingCompany, then all the unpaid principal of (and premium, if any) and accrued and unpaid interest on all of the outstanding Securities 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 Holder. . (b) At any time after a declaration of acceleration with respect to the Securities Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities Notes may rescind and cancel such declaration and its consequences consequences: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived waived, except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; and (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indentureadvances.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 hereof with respect to the Company Issuers, any Significant Subsidiary or the Issuerany group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities Debentures may declare the principal of and accrued and unpaid interest on all the Securities Debentures to be due and payable by notice in writing to the Issuer Issuers and the Trustee specifying the respective Event of Default and that it such notice is a “"notice of acceleration,” " (the "Acceleration Notice"), and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 occurs with respect to the Company Issuers, any of Holdings' Significant Subsidiaries or the Issuer occurs and is continuingany group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities such 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 HolderHolder of Debentures. At any time after a declaration of acceleration with respect to the Securities Debentures as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities Debentures may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (gvi) of Section 6.01the description above of Events of Default, the Trustee shall have received an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect The holders of a majority in principal amount of Debentures may waive any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any existing Default or Event of Default (other than under this Indenture, and its consequences, except a Payment Default) unless a Responsible Officer default in the payment of the Trustee has received written notice principal of or interest on any Debentures. In the case of any event which is in fact such a Default or Event of Default at the Corporate Trust Office occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Trustee Issuers with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Debentures pursuant to Section 3.07, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Debentures. 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 Issuers with the intention of avoiding the prohibition on redemption of the Debentures prior to August 1, 2003, then the premium set forth below for each of the years beginning on August 1 of such notice reference year shall also become immediately due and payable to the Securities and extent permitted by law upon the acceleration of the Debentures (expressed as a percentage of the Accreted Value of the Debentures on the date of payment that would otherwise be due but for the provisions of this Indenture.sentence): YEAR PERCENTAGE ---- ---------- 1998........................................................... 117.833% 1999........................................................... 115.604% 2000........................................................... 113.375% 2001............................................................ 111.146% 2002............................................................ 108.917%

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(d)) or (g) with respect to the Company or the Issuer) shall occur occurs and be continuingis continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of outstanding the Securities may of the applicable series then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified with respect to such series) of, premium, if any, and accrued and unpaid interest on all the applicable series of Securities to be immediately due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is payable. Upon a “notice declaration of acceleration,” , such principal of, premium, if any, and the same will become accrued interest shall be immediately due and payable. If an Event of Default specified in Section 6.01(f6.01(d) or (g) with respect to occurs, the Company or the Issuer occurs and is continuingprincipal of, then all unpaid principal of premium, if any, and accrued and unpaid interest on all the Securities of the each series then outstanding Securities shall ipso facto automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of at least a majority in principal amount of the outstanding Securities of the applicable series by written notice to the Company and to the Trustee, may waive all past defaults and rescind and cancel such annul a declaration of acceleration and its consequences if (ix) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the applicable series of Securities that have become due solely by such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction. For all purposes under this Indenture, (ii) if all existing Events a portion of Default the principal of any Original Issue Discount Securities shall have been cured or waived except nonpayment accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of principal or interest that has become due solely because such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, (iii) to the extent the and payment of such interest is lawful, interest on overdue installments portion of interest the principal thereof as shall be due and overdue principal, which has become due otherwise than by payable as a result of such declaration of acceleration, has been paidtogether with interest, (iv) if the Issuer has paid the Trustee its reasonable compensation any, thereon and reimbursed the Trustee for its reasonable expensesall other amounts owing thereunder, disbursements and advances and (v) shall constitute payment in the event full of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this IndentureOriginal Issue Discount Securities.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f12.1(e) or (gf) with respect to the Company or the IssuerBorrower) shall occur occurs and be is continuing, the Trustee Administrative Agent or the Holders Lenders of at least 25% in principal amount of outstanding Securities Loans by notice to the Borrower, may declare the principal of of, premium, if any, and accrued and but unpaid interest on all the Securities Loans to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately interest shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f12.1(e) or (gf) with respect to the Company or Borrower occurs, the Issuer occurs principal of, premium, if any, and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities Loans shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee Administrative Agent or any HolderLenders. At any time after a declaration of acceleration with respect The Required Lenders by notice to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities Administrative Agent may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice In the event of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is specified in fact Section 12.1(d), such a Default or Event of Default at and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Corporate Trust Office Administrative Agent or the Lenders, if within 20 days after such Event of Default arose the Borrower delivers an Officers’ Certificate to the Administrative Agent 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 Trustee and principal amount of the Loans as described above be annulled, waived or rescinded upon the happening of any such notice reference the Securities and this Indentureevents.

Acceleration. If an Event of Default (other than an ------------ ------------ Event of Default specified in Section 6.01(f6.01(5) or (g6)) with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding Securities by notice to the Company and the Trustee, may declare the principal Issue Price plus accrued Original Issue Discount (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 and accrued and unpaid interest declaration on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become 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 Section 6.01(f6.01(5) or (g6) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of and the Issue Price plus accrued and unpaid interest Original Issue Discount (or if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest) on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal the Issue Price plus accrued Original Issue Discount (or interest if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest) that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.07 have been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities Notes by notice to the Issuer, may declare the principal of of, premium, if any, and accrued and but unpaid interest on all the Securities Notes to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately interest shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Company or Issuer occurs, the Issuer occurs principal of, premium, if any, and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of the Securities Notes by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice In the event of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is specified in fact Section 6.01(d), such a Default or Event of Default at and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Corporate Trust Office Trustee or the Holders of the Notes, if within 20 days after such Event of Default arose the Issuer 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 reference or action (as the Securities and this Indenturecase 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 Section 6.01(f6.01(7) or (g8)) with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding Securities by notice to the Company and the Trustee, may declare the principal 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 and accrued and unpaid interest 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 to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become 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 Section 6.01(f6.01(7) or (g) with respect to the Company or the Issuer 8) occurs and is continuing, then all unpaid principal of the Issue Price plus accrued Original Issue Discount and any accrued and unpaid cash interest (or, if the Securities have been converted to semiannual coupon debentures following a Tax Event, the Restated Principal Amount, plus accrued interest) on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or 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) that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.06 have been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuera Guarantor) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities shall, declare the principal of of, premium, if any, and accrued and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable by notice in writing to the Issuer Company and the Trustee specifying the respective Event of Default and that it is a “"notice of acceleration,” " (the "Acceleration Notice"), and the same will (i) shall become immediately due and payablepayable or (ii) if there are any amounts outstanding under the Credit Agreement or any "Revolving Credit Commitment" or "Term Loan Commitment" (as each such term is defined in the Credit Agreement) is in effect, shall become immediately 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 but only if such Event of Default is then continuing. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer a Guarantor occurs and is continuing, then all unpaid principal of of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities 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. At any time after a declaration of acceleration with respect to the Senior Subordinated Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the Senior Subordinated Securities may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (fSection 6.01(f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(e) or (gf)) with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee by Notice to the Company and the Guarantor, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding Securities by notice to the Company, the Guarantor and the Trustee, may declare the principal Initial Accreted Principal Amount plus accrued Issue Discount through the date of such declaration, and any accrued and unpaid interest (including contingent interest) through the date of such declaration, on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable. Upon such a declaration, such Initial Accreted Principal Amount plus accrued Issue Discount, and such accrued and unpaid interest (including contingent interest), if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of the Initial Accreted Principal Amount plus accrued Issue Discount, and any accrued and unpaid interest (including contingent interest), on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or the Initial Accreted Principal Amount plus accrued Issue Discount and any accrued and unpaid interest (including contingent interest) that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.07 have been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (8) of Section 6.01(f) or (g6.1(a) with respect to the Company or the IssuerCompany) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities Outstanding Notes may declare the unpaid principal of of, premium (including Additional Amounts), if any, and accrued and unpaid interest on all the Securities Notes to be immediately due and payable by notice in writing to the Issuer Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable(an “Acceleration Declaration”). If an Event of Default specified in clause (8) of Section 6.01(f6.1(a) or (g) occurs with respect to the Company or the Issuer occurs and is continuingCompany, then all the unpaid principal of of, premium (including Additional Amounts), if any, and accrued and unpaid interest on all of the outstanding Securities 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 Holder. . (b) At any time after a declaration of acceleration with respect to the Securities an Acceleration Declaration as described set forth in the preceding paragraphSection 6.2(a), the Holders of a majority in principal amount of the Securities Notes may rescind and cancel such declaration and its consequences consequences: (i1) if the rescission would not conflict with any judgment or decree, ; (ii2) if all existing Events of Default have been cured or waived waived, except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; and (iv4) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waivedadvances. No such rescission shall will affect any subsequent Default or impair any right consequent rights relating thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(f6.1(v) or (gvi) with respect to the Company or the IssuerCompany) shall occur occurs and be is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of outstanding Securities the Notes by written notice to the Company (and the Trustee, if such notice is given by such Holders), may declare the principal of and accrued and unpaid interest interest, if any, on all the Securities Notes to be due and payable by immediately, which notice in writing to shall specify the Issuer and the Trustee specifying the respective Event Events of Default and that it is a “notice "Notice of acceleration,” Acceleration". Upon such a declaration, such principal and the same will become immediately interest shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f6.1(v) or (gvi) with respect to the Company or the Issuer occurs and is continuing, then all unpaid the principal of and accrued and unpaid interest interest, if any, on all of the outstanding Securities Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of the Securities may Notes by notice to the Company and the Trustee may, on behalf of all of the Holders of all of the Notes, rescind and cancel such declaration an acceleration and its consequences consequences: (i1) if the rescission would not conflict with any judgment or decree, decrees (ii2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii3) to the extent that the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv4) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements disbursement and advances and advances; and (v5) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (gv) of Section 6.01the description above of Events of Default, the Trustee shall have received an Officer’s Officers' Certificate of the Issuer and an Opinion opinion of Counsel counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (5) of the first paragraph of Section 6.01(f) or (g) 6.01 with respect to the Company or the IssuerCompany) shall occur and be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of outstanding Securities may Notes may, and the Trustee at the request of such Holders shall, declare the principal of and accrued and unpaid interest on all the Securities outstanding Notes to be due and payable by notice in writing to the Issuer Company and (if the notice is given by Holders) to the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and, upon such a declaration, such principal and the same will accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in clause (5) of the first paragraph of Section 6.01(f) or (g) 6.01 with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of of, and accrued and unpaid interest on on, all of the outstanding Securities Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraphany such acceleration, the Holders of a majority in aggregate principal amount of the Securities outstanding Notes by notice to the Trustee and the Company may rescind and cancel any such declaration acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except Default, other than nonpayment of principal of or interest on the Notes that has have become due solely because of the acceleration, have been cured or waived, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, in each case which has have become due otherwise than by such declaration acceleration, at the per annum rate specified in the last paragraph of accelerationSection 4.01, has been paid, ; and (iv) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances in connection with such acceleration and (v) in rescission. In the event of acceleration of the cure or waiver of Notes because an Event of Default of the type described specified in clause (f) or (g4) of the first paragraph of Section 6.016.01 has occurred and is continuing, the Trustee shall have received an Officer’s Certificate acceleration of the Issuer Notes shall be automatically rescinded and an Opinion cancelled if (a) within 60 days after such acceleration of Counsel that the Notes as a result of such Event of Default, the aggregate principal amount of Indebtedness for borrowed money (other than Non-Recourse Indebtedness) of the Company or any Subsidiary of the Company as to which a Payment Default has or an Acceleration shall have occurred and shall be continuing shall be less than $100.0 million, whether as a result of any such Payment Default or Payment Defaults or Acceleration or Accelerations, as the case may be, having been remedied or cured or waived by the holders of the relevant Indebtedness, the relevant Indebtedness having been repaid, redeemed, defeased or otherwise discharged, or otherwise, (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (c) all existing Events of Default, other than nonpayment of the principal of or interest on the Notes that shall have become due solely because of the acceleration, have been cured or waived. No such rescission of acceleration of the Notes pursuant to this Section 6.02 shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (g) or (gh) of Section 6.01 hereof with respect to the Company or the IssuerCompany) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities Notes may declare the principal of and accrued and unpaid interest on all the Securities Notes to be due and payable immediately by notice in writing to the Issuer Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration,” ”, and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 hereof occurs and is continuing with respect to the Company or the Issuer occurs and is continuingCompany, then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the outstanding Securities Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances (including reasonable fees and expenses of its counsel and agents), and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (fg) or (gh) of Section 6.016.01 hereof, the Trustee shall have received an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default under this Indenture (other than an Event of Default specified in Section 6.01(fclause (f) or (g) of Section 6.1 with respect to the Company or the IssuerCompany) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities Notes then outstanding under this Indenture may declare the principal of and accrued and unpaid interest on all the Securities such Notes to be due and payable by notice in writing to the Issuer Company and the Trustee specifying the respective Event of Default and that it is a “"notice of acceleration,” " and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclause (f) or (g) of Section 6.1 with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the outstanding Securities Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities Notes issued under this Indenture as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities such Notes may rescind and cancel such declaration and its consequences consequences: (i1) if the rescission would not conflict with any judgment or decree, ; (ii2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv4) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and advances; and (v5) in the event of the cure or waiver of an Event of Default of the type described in clause clauses (f), (g) or (gh) of Section 6.016.1, the Trustee shall have received an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may declare the principal of and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” ”, and the same will become immediately due and payable. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(e) or (gf) with in respect to of the Company or the IssuerCompany) shall occur occurs and be is continuing, the Trustee by written Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding Securities by notice to the Company and the Trustee, may declare the principal of Issue Price plus accrued Original Issue Discount and any accrued and unpaid cash interest or any Contingent 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 declaration on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount, and such accrued and unpaid cash interest, if any, or any Contingent Cash Interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(e) or (gf) with occurs in respect to of the Company or the Issuer occurs and is continuing, then all unpaid principal of the Issue Price plus accrued Original Issue Discount and any accrued and unpaid cash interest or any Contingent Cash Interest (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest), on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal the Issue Price plus accrued Original Issue Discount and any accrued and unpaid cash interest or interest any Contingent Cash Interest (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest), that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.07 hereof have been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.1(4) or (g5) with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding Securities by notice to the Company and the Trustee, may declare the principal Issue Price plus accrued Original Issue Discount through the date of and declaration plus accrued and any unpaid interest interest, if any (including contingent interest) on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become 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 Section 6.01(f6.1(4) or (g5) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of the Issue Price plus accrued Original Issue Discount and accrued and unpaid interest interest, if any, (including contingent interest) on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest the Issue Price plus accrued Original Issue Discount that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.7 have been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed If the Securities have, at the Company's option, been converted to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer semiannual coupon Securities as provided in paragraph 1 of the Trustee has received written notice of Securities, the amount due upon any event which is in fact such a Default or Event of Default at acceleration will be the Corporate Trust Office of the Trustee restated principal amount thereof together with accrued and such notice reference the Securities and this Indentureunpaid interest thereon.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 hereof with respect to the Company Issuers, any Significant Subsidiary or the Issuerany group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities Notes may declare the principal of and accrued and unpaid interest on all the Securities Notes to be due and payable by notice in writing to the Issuer Issuers and the Trustee specifying the respective Event of Default and that it such notice is a “"notice of acceleration,” " (the "Acceleration Notice"), and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 occurs with respect to the Company Issuers, any of the Company's Significant Subsidiaries or the Issuer occurs and is continuingany group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities such 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 HolderHolder of Notes. At any time after a declaration of acceleration with respect to the Securities Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (gvi) of Section 6.01the description above of Events of Default, the Trustee shall have received an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect The holders of a majority in principal amount of Notes may waive any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any existing Default or Event of Default (other than under this Indenture, and its consequences, except a Payment Default) unless a Responsible Officer default in the payment of the Trustee has received written notice principal of or interest on any Notes. In the case of any event which is in fact such a Default or Event of Default at the Corporate Trust Office occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Trustee Issuers with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to Section 3.07, 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 August 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuers with the intention of avoiding the prohibition on redemption of the Notes prior to August 1, 2003, then the premium set forth below for each of the years beginning on August 1 of such notice reference year shall also become immediately due and payable to the Securities and extent permitted by law upon the acceleration of the Notes (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 Indenture.sentence): YEAR PERCENTAGE ---- ---------- 1998................................................ 113.833% 1999................................................ 112.104% 2000................................................ 110.375% 2001................................................ 108.646% 2002................................................ 106.917%

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(e) or (g6.01(f) with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may declare by written notice to the principal of Issuer may, and accrued and unpaid interest on all if such notice is given by the Securities to Holders such notice shall be due and payable by notice in writing given to the Issuer and the Trustee specifying Trustee, declare that the respective Event of Default and that it is a “notice of acceleration,” principal of, and the same will become immediately premium, if any, and accrued but unpaid interest on, all the Securities and any related fees contemplated by this Indenture is due and payable. Upon such a declaration, such principal and interest and related fees shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(e) or (g6.01(f) with respect to the Company or Issuer occurs, the Issuer occurs principal of, and is continuingthe premium, then all unpaid principal of if any, and accrued and but unpaid interest on on, all of the outstanding Securities and any related fees contemplated by this Indenture 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of the Securities by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium and any related fees that has become due solely because of the acceleration) have been cured or waived. If the principal of, or premium, if any, or accrued and unpaid interest, if any, on, the Securities and any related fees becomes due and payable as provided above (iiian “Acceleration”), the principal of, and the premium, if any, and accrued but unpaid interest on, the Securities (and any related fees) to that becomes due and payable shall equal the extent optional redemption price in effect on the payment date of such declaration (or the date set forth in the third sentence of this Section 6.02), as if such Acceleration were an optional redemption of the Securities effected thereby on such date of declaration (or the date set forth in the third sentence of this Section 6.02). The amounts described in the preceding sentence are intended to be liquidated damages and not unmatured interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in or a penalty. In the event of the cure or waiver of an any Event of Default specified in Section 6.01(d), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the type described in clause (f) or (g) Securities, if within 20 days after such Event of Section 6.01, Default arose the Issuer delivers an Officers’ Certificate to the Trustee shall have received an Officer’s Certificate of stating that (x) the Issuer and an Opinion of Counsel Indebtedness or guarantee that is the basis for such Event of Default has been cured discharged, (y) the Holders thereof have rescinded or waived. No waived the acceleration, notice or action (as the case may be) giving rise to such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default or (other than a Payment Defaultz) unless a Responsible Officer of the Trustee has received written notice of any event which default that is in fact the basis for such a Default or Event of Default at the Corporate Trust Office has been cured, it being understood that in no event shall an acceleration of the Trustee and such notice reference principal amount of the Securities and this Indentureas described above be annulled, waived or rescinded upon the happening of any such events.

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 in Section 6.01(f) or (g) with respect to the Company or the Issuer) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may declare the principal of and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.018.01, the Trustee shall have received an Officer’s Certificate may (and if requested by the Holders of not less than a majority in aggregate principal amount of Senior Indebtedness (or if no Senior Indebtedness is then Outstanding, of Senior Subordinate Indebtedness) then Outstanding shall) by written notice to the Authority, declare the entire unpaid principal of the Issuer 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 Opinion amount of Counsel 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 Bonds and Other System Indebtedness. If at any time after such a declaration and before the entry of a final judgment or decree in any suit, action or proceeding instituted on account of such default or before the completion of the enforcement of any other remedy under this Agreement, the principal of all Bonds and Other System Indebtedness that such Event have matured or been called for redemption pursuant to any sinking fund provision and all arrears of interest have been paid and any other Events of Default has which may have occurred have been cured remedied, then the Trustee may, by written notice to the Authority, rescind or waivedannul such declaration and its consequences. No such rescission or annulment shall extend to or affect any subsequent Default default or impair any right consequent theretothereon. The Trustee shall Senior Subordinate Indebtedness may not be deemed to have notice of accelerated if any Default Senior Indebtedness is Outstanding. Subordinate Indebtedness may not be accelerated if any Senior Indebtedness or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which Senior Subordinate Indebtedness is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this IndentureOutstanding.

Acceleration. If Upon the occurrence of an Event event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer) shall occur and be continuing, default the Trustee or may, and upon the Holders written request of at least the holders of not less than 25% in aggregate principal amount of outstanding Securities may declare the principal of and accrued and unpaid interest on all the Securities to be due and payable Bonds then Outstanding shall, by notice in writing delivered to the Issuer and the Trustee specifying Company, declare the respective Event principal of Default and that it is a “notice of acceleration,” all Bonds then Outstanding and the same will become interest accrued thereon immediately due and payable. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer occurs ; and is continuing, then all unpaid such principal of and accrued and unpaid interest on all of the outstanding Securities shall ipso facto thereupon become and be immediately due and payable without any declaration or other act on payable. If, after the part principal of the Trustee or any Holder. At any time after a declaration Bonds has been so declared to be due and payable, all arrears of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities may rescind interest and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest (if lawful) at the rate per annum borne by the Bonds and overdue principalthe principal and redemption premium, if any, on all Bonds then Outstanding which has shall have become due and payable otherwise than by acceleration and all other sums payable under this Indenture or upon the Bonds, except the principal of, and interest on, the Bonds which by such declaration of accelerationshall have become due and payable, has been paidare paid by the Issuer, (iv) if and the Issuer has paid also performs all other things in respect of which it may have been in default hereunder and pays the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event charges of the cure or waiver of an Event of Default of Issuer, the type described Trustee, the Bondholders and any trustee appointed under law, including the Trustee's reasonable attorneys' fees, then, and in clause (f) or (g) of Section 6.01every such case, the Trustee shall have received an Officer’s Certificate annul such declaration and its consequences, and such annulment shall be binding upon all holders of the Issuer and an Opinion of Counsel that Bonds issued hereunder; but no such Event of Default has been cured annulment shall extend to or waived. No such rescission shall affect any subsequent Default default or impair any right or remedy consequent theretothereon. The Trustee shall not be deemed to have notice forward a copy of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of such annulment notice pursuant to this paragraph to the Trustee has received written notice of any event which is in fact such a Default or Event of Default at Issuer and the Corporate Trust Office of the Trustee and such notice reference the Securities and this IndentureCompany.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(g) or (gh) with respect to the Company or the either Issuer) shall occur occurs and be is continuing, the Trustee or by notice to the Holders Issuers of at least 25% in aggregate principal amount at maturity of outstanding Securities by notice to the Issuers and the Trustee, may declare the principal of Accreted Value of, premium, if any, and accrued and but unpaid interest interest, if any, on all the Securities to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such Accreted Value, premium, if any, and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately interest shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f6.01(g) or (gh) with respect to either Issuer occurs, the Company or the Issuer occurs Accreted Value of, premium, if any, and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount at maturity of the Securities by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest Accreted Value of, premium, if any, or, interest, if any, that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice In the event of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is specified in fact Section 6.01(f), such a Default or Event of Default at and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Corporate Trust Office Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose Nalco Finance LLC 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 reference 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 Accreted Value, premium, if any, or interest, if any, of the Securities and this Indentureas described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (f) or (g) with respect to the Company or the Issuerabove) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may declare the principal of of, premium, if any, and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer Company and the Trustee specifying the respective Event of Default and that it is a “"notice of acceleration,” ", and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclause (f) or (g) with respect to the Company or the Issuer above occurs and is continuing, then all unpaid principal of of, and premium and Additional Interest, if any, and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and ---- ----- payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If Upon the occurrence of an Event of Default under clause (h) or (i) of the foregoing Section, the Trustee will declare the principal and accrued interest to the date of acceleration on the Bonds due and payable immediately. If any other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee by notice to the Issuer and the Company, or the Holders holders of at least 25% a majority in principal amount of outstanding Securities the Bonds then Outstanding by notice to the Issuer, the Company and the Trustee, may declare the principal of and accrued interest on the Bonds to be due and payable immediately. If a Letter of Credit is in effect, and (a) the Event of Default is not under clause (h) or (i) of the foregoing Section, (b) the Event of Default is not the result of a failure by the Bank to honor a properly presented and conforming draw on the Letter of Credit, and (c) the Trustee believes that failure to draw immediately on the Letter of Credit is not likely to prejudice the Bondholders' interest, the Trustee will not declare the Bonds to be due and payable without first obtaining the Bank's consent. Upon the principal of and accrued interest on the Bonds becoming due and payable as provided in this Section, the Trustee shall immediately draw on the Letter of Credit, if any, to pay the principal of and accrued interest on the Bonds. The Trustee shall immediately give notice of acceleration to the Bondholders. Interest on the Bonds shall cease to accrue, and the principal of and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will Bonds shall, without further action, become immediately due and payable. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part date of acceleration. The Trustee may, and upon the Trustee or any Holder. At any time after a declaration request of acceleration with respect to the Securities as described in the preceding paragraph, the Holders holders of a majority in principal amount of the Securities may Bonds then Outstanding shall, rescind and cancel such declaration an acceleration and its consequences if (ia) if all existing Events of Default have been cured or waived, (b) the rescission would not conflict with any judgment or decree, (iic) if all existing Events payments due the Trustee and any predecessor Trustee under Section 7.06 have been made and (d) when a Letter of Credit is in effect, the Bank consents in writing to the waiver of the Event of Default have been cured or waived except nonpayment of principal or interest that has become due solely because under the Reimbursement Agreement, if applicable, and to the rescission of the acceleration, (iii) and the Trustee receives written notice from the Bank that the Letter of Credit has been reinstated up to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event amount of the cure or waiver principal of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this IndentureOutstanding Bonds plus Adequate Interest Coverage.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Company or Company) occurs and is continuing, upon receipt by the Issuer) shall occur and be continuingTrustee of written direction from the Holders of a majority in principal amount of the Securities, the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of outstanding the Securities by written notice to the Company and the Trustee, may declare the principal of and accrued and but unpaid interest and relevant or applicable premium, Acceleration Premium or redemption price on all the Securities to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such principal, interest and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately applicable premium, Acceleration Premium or redemption price shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Company or occurs, the Issuer occurs and is continuing, then all unpaid principal of and accrued interest and unpaid interest applicable premium, Acceleration PREMIUM OR REDEMPTION PRICE on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of the Securities by notice to the Trustee and the Company may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or . (b) Notwithstanding the foregoing, if an Event of Default (other than a Payment Defaultunder Section 6.01(5) unless a Responsible Officer of the Trustee has received written notice of any event which occurred and is in fact continuing, such a Default or Event of Default and any consequential acceleration (to the extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default under Section 6.01(5) has been repaid or (ii) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured, and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration with respect thereto, and (iii) any other existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured and waived. (i) If the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or (7) with respect to the Company (including the acceleration of claims by operation of law) occurring on or after [May 15], 2023, the amount of the principal and premium due on the Securities shall equal the redemption price applicable to an optional redemption of the Securities as set forth in Section 3.08 in effect on the date of such acceleration as if such acceleration were an optional redemption of the Securities accelerated (the “Redemption Price Premium”), and the Redemption Price Premium (including principal) and all accrued and unpaid interest will be immediately due and payable as though the Securities were optionally redeemed. (ii) If the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or (7) with respect to the Company (including the acceleration of claims by operation of law) in the case of an Event of Default occurring prior to [May 15], 2023, the amount of principal of, accrued and unpaid interest and premium on the Securities that becomes due and payable shall equal 100% of the principal amount of the Securities plus the Acceleration Premium plus accrued and unpaid interest, if any. (iii) In any such case of clauses (i) or (ii) above, the Redemption Price Premium or the Acceleration Premium, as applicable, shall constitute part of the Notes Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement the Company and the Guarantors on the one hand and the Holders on the other hand as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any Redemption Price Premium or Acceleration Premium, as applicable, payable pursuant to the above shall be presumed to be the liquidated damages sustained by each Holder as the result of the acceleration, and each of the Company and the Guarantors agrees that it is reasonable under the circumstances. The Redemption Price Premium or the Acceleration Premium, as applicable, shall also be payable in the event the Securities (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. EACH OF THE COMPANY AND THE GUARANTORS EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUMS IN CONNECTION WITH ANY SUCH ACCELERATION, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENT. Each of the Company and the Guarantors expressly agrees (to the fullest extent it may lawfully do so) that: (A) each of the Redemption Price Premium and the Acceleration Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Redemption Price Premium or the Acceleration Premium, as applicable shall be payable notwithstanding the then prevailing market rates at the Corporate Trust Office time payment is made; (C) there has been a course of conduct between Holders, the Company and the Guarantors giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium or the Acceleration Premium, as applicable; and (D) the Company and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Each of the Trustee Company and such notice reference the Securities and this IndentureGuarantors expressly acknowledges that its agreement to pay the Redemption Price Premium or the Acceleration Premium, as applicable, to the Holders as herein described is a material inducement to Holders to purchase the Securities.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (f) or (g) with respect to the Company or the Issuerof Section 6.01) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may declare the principal of of, premium, if any, and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer Company (and the Trustee if given by the Holders) specifying the respective Event of Default and that it is a “"notice of acceleration,” ", and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclause (f) or (g) with respect to the Company or the Issuer above occurs and is continuing, then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the outstanding Securities 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities may rescind and cancel such declaration and its consequences (ia) if the rescission would not conflict with any judgment or decree, (iib) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iiic) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (ivd) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (ve) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01the description of Events of Default above, the Trustee shall have received an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (vi) or (gvii) of Section 6.01 with respect to the Company Parent or the any Issuer) shall occur and be continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Securities Notes issued under this Indenture may declare the principal of of, premium, if any, and accrued and unpaid interest on all the Securities Notes issued under this Indenture to be due and payable by notice in writing to the Issuer Issuers (and the Trustee if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will Notes shall become immediately due and payable. . (b) If an Event of Default specified in Section 6.01(fclause (vi) or (gvii) of Section 6.01 with respect to the Company Parent or the any Issuer occurs and is continuing, then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the then outstanding Securities Notes issued under 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. . (c) At any time after a declaration of acceleration with respect to the Securities Notes as described in the preceding paragraphSection 6.02(a) or 6.02(b), the Holders of a majority in principal amount of the Securities all Notes issued under this Indenture may rescind and cancel such declaration and its consequences consequences: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv) if the Issuer has Issuers have paid the Trustee (including its agents and counsel) its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (fvi) or (gvii) of Section 6.01, the Trustee shall have received an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities Notes by notice to the Issuer, may declare the principal of of, premium, if any, and accrued and but unpaid interest on all the Securities Notes to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately interest shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Company or Issuer occurs, the Issuer occurs principal of, premium, if any, and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of the Securities Notes by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice In the event of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is specified in fact Section 6.01(d), such a Default or Event of Default at and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Corporate Trust Office Trustee or the Holders of the Notes, if within 20 days after such Event of Default arose the Issuer 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 reference or action (as the Securities and this Indenturecase 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 (vi) of Section 6.01(f) or (g) 6.01 with respect to the Company or the IssuerCompany) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may declare the principal of and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer Company and the Trustee specifying the respective Event of Default and that it is a “"notice of acceleration,” ", and the same will shall become immediately due and payable. If an Event of Default specified in clause (vi) of Section 6.01(f) or (g) 6.01 occurs with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the outstanding Securities may may, on behalf of the Holders of all of the Securities, rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (gvi) of Section 6.01, the Trustee shall have received an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Holders of a majority in principal amount of the Securities may by notice to the Trustee shall 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 Securities. Holders of the Securities may not be deemed enforce this Indenture or the Securities except as 56 -56- provided in this Indenture and under the TIA. Subject to the provisions of this Indenture relating to the duties of the Trustee, the Trustee is 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 notice offered to the Trustee reasonable indemnity. Subject to all provisions of this Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Securities 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. Under this Indenture, the Company is required to provide an Officers' Certificate to the Trustee promptly upon any such officer obtaining knowledge of any Default or Event of Default (other than a Payment provided that such officers shall provide such certification at least annually whether or not they know of any Default or Event of Default) unless a Responsible Officer of the Trustee that has received written notice of any event which is in fact occurred and, if applicable, describe such a Default or Event of Default at and the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenturestatus thereof.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(5) or (g6) with in respect to of the Company or the IssuerCompany) shall occur occurs and be is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding Securities by notice to the Company and the Trustee, may declare the principal Issue Price plus accrued Original Issue Discount through the date of declaration, and any accrued and unpaid contingent interest through the date of such declaration, on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount, and such accrued and unpaid contingent interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(5) or (g6) with in respect to of the Company or the Issuer occurs and is continuing, then all unpaid principal of and the Issue Price plus accrued Original Issue Discount plus accrued and unpaid interest contingent interest, if any, on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or the Issue Price plus accrued Original Issue Discount plus accrued and unpaid contingent interest that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.07 have been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default with respect to any Securities at the time outstanding (other than an Event of Default specified in Section 6.01(f6.01(5) or (g6) with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount Principal Amount at Maturity of the outstanding Securities by notice to the Issuer, may declare the principal Issue Price (or, if the Securities have been converted into semi-annual coupon notes, the Restated Principal Amount) of and accrued and Original Issue Discount (or, if the Securities have been converted into semi-annual coupon notes, accrued but unpaid interest interest) to the date of declaration on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become 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 Section 6.01(f6.01(5) or (g6) with respect to occurs, the Company or Issue Price (or, if the Issuer occurs and is continuingSecurities have been converted into semi-annual coupon notes, then all unpaid principal the Restated Principal Amount) of and accrued and Original Issue Discount (or, if the Securities have been converted into semi-annual coupon notes, accrued but unpaid interest interest) to the occurrence of such event on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount Principal Amount at Maturity of the Securities by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal the Issue Price (or, if the Securities have been converted into semi-annual coupon notes, the Restated Principal Amount) or interest 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 the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (9) or (g10) of Section 7.01(a)) occurs and is continuing with respect to the Company or the Issuer) shall occur and be continuingCompany, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may may, by notice to the Company and the Trustee, declare the principal of amount and accrued and unpaid interest interest, if any, and accrued and unpaid Contingent Interest, if any, through the date of declaration on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable. Upon such a declaration, such principal amount and such accrued and unpaid interest, if any, and such accrued and unpaid Contingent Interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f7.01(a)(9) or (g10) with occurs in respect to of the Company or the Issuer occurs and is continuing, then all the principal amount and accrued but unpaid principal of interest, if any, and accrued and unpaid interest Contingent Interest, if any, on all of the outstanding 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 of Securities. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences if (ia) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default Default, other than the nonpayment of the principal of the Securities which have become due solely by such declaration of acceleration, have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, waived; (iiib) 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, ; (ivc) if the Issuer has paid rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee its reasonable compensation and reimbursed the any predecessor Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of under Section 6.01, the Trustee shall 8.07 have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waivedmade. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(8) or (g6.01(9) with respect to the Company Company) occurs and is continuing (the default not having been cured or the Issuer) shall occur and be continuingwaived), the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities at the time outstanding Securities by notice to the Company and the Trustee, may declare the principal amount of the Securities and any accrued and unpaid Interest, any accrued and unpaid Contingent Interest, if any, and accrued and unpaid interest Liquidated Damages, if any, on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable. Upon such a declaration, such accelerated amount shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(8) or (g6.01(9) with respect to the Company or the Issuer occurs and is continuing, then all the principal amount of the Securities and any accrued and unpaid principal of Interest, any accrued and unpaid Contingent Interest, if any, and accrued and unpaid interest Liquidated Damages, if any, on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of the principal or interest amount of the Securities and any accrued and unpaid Interest, any accrued and unpaid Contingent Interest, if any, and accrued and unpaid Liquidated Damages, if any, that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.07 have been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified described in Section 6.01(fclause (f) or (g) above) with respect to the Company or Securities at the Issuer) time outstanding shall occur and be continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities by written notice may declare the principal amount of and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payableimmediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01above shall occur, the principal amount of all the Securities will automatically, and without any action by the Trustee shall have received an Officer’s Certificate or any Holder, become immediately due and payable. After any such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Issuer Securities then outstanding may rescind and an Opinion annul such acceleration if (a) the Company or any Subsidiary Guarantor has paid or deposited with the Trustee a sum sufficient to pay (i) all money paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursement and advances of Counsel the Trustee, its agents and counsel, (ii) all overdue installments of interest on all Securities; (iii) the principal of (and premium, if any, on ) any Securities that have become due otherwise than by such Event declaration of Default has acceleration and interest thereon at the rate or rates prescribed therefor in the Securities, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate prescribed therefor in the Securities; (b) all Events of Default, other than the nonpayment of principal of Securities which have become due solely by such declaration of acceleration, have been cured or waivedwaived as provided in Section 6.04; (c) the annulment of such acceleration would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) the Company has delivered an Officers' Certificate to the Trustee to the effect of clauses (b) and (c) of this sentence. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an During the continuance of any Event of Default specified in this Indenture (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or bankruptcy proceedings of the Issuer) shall occur and be continuing), the Trustee or the Holders holders of at least 25% in principal amount of outstanding Securities notes may declare the principal of and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or bankruptcy proceedings of the Issuer occurs and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities such 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities may rescind and cancel such declaration and its consequences consequences: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may declare the principal of and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” ”, and the same will become immediately due and payable. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(i) or (gSection 6.01(j) with respect to the Company Company) occurs and is continuing (the Event of Default not having been cured or the Issuer) shall occur and be continuingwaived), the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities at the time outstanding Securities by notice to the Company and the Trustee, may declare the principal amount of the Securities and any accrued and unpaid interest Interest and any accrued and unpaid Additional Interest, if any, on all the Securities to be immediately due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is payable. Upon such a “notice of acceleration,” and the same will become declaration, such accelerated amount shall be immediately due and payable. If an Event of Default specified in Section 6.01(f6.01(i) or (gSection 6.01(j) with respect to the Company or the Issuer occurs and is continuing, then all unpaid the principal amount of the Securities and any accrued and unpaid interest Interest and any accrued and unpaid Additional Interest, if any, on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) consequences, and thereby waive the Events of Default giving rise to such acceleration, if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of the principal or interest amount of the Securities and any accrued and unpaid Interest and any accrued and unpaid Additional Interest, if any, that has have become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration as a result of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Company or Company) occurs and is continuing, upon receipt by the Issuer) shall occur and be continuingTrustee of written direction from the Holders of a majority in principal amount of the Securities, the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of outstanding the Securities by written notice to the Company and the Trustee, may declare the principal of and accrued and but unpaid interest and relevant or applicable premium, Acceleration Premium or redemption price on all the Securities to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such principal, interest and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately applicable premium, Acceleration Premium or redemption price shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Company or occurs, the Issuer occurs and is continuing, then all unpaid principal of and accrued interest and unpaid interest applicable premium, Acceleration Premium or redemption price on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of the Securities by written notice to the Trustee ▇▇▇▇-▇▇▇▇-▇▇▇▇ AND the Company may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or . (b) Notwithstanding the foregoing, if an Event of Default (other than a Payment Defaultunder Section 6.01(5) unless a Responsible Officer of the Trustee has received written notice of any event which occurred and is in fact continuing, such a Default or Event of Default and any consequential acceleration (to the extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default under Section 6.01(5) has been repaid or (ii) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured, and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration with respect thereto, and (iii) any other existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured and waived. (i) If the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or (7) with respect to the Company (including the acceleration of claims by operation of law) occurring on or after May 15, 2023, the amount of the principal and premium due on the Securities shall equal the redemption price applicable to an optional redemption of the Securities as set forth in Section 3.08 in effect on the date of such acceleration as if such acceleration were an optional redemption of the Securities accelerated (the “Redemption Price Premium”), and the Redemption Price Premium (including principal) and all accrued and unpaid interest will be immediately due and payable as though the Securities were optionally redeemed. (ii) If the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or (7) with respect to the Company (including the acceleration of claims by operation of law) in the case of an Event of Default occurring prior to May 15, 2023, the amount of principal of, accrued and unpaid interest and premium on the Securities that becomes due and payable shall equal 100% of the principal amount of the Securities plus the Acceleration Premium plus accrued and unpaid interest, if any. (iii) In any such case of clauses (i) or (ii) above, the Redemption Price Premium or the Acceleration Premium, as applicable, shall constitute part of the Notes Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement the Company and the Guarantors on the one hand and the Holders on the other hand as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any Redemption Price Premium or Acceleration Premium, as applicable, payable pursuant to the above shall be presumed to be the liquidated damages sustained by each Holder as the result of the acceleration, and each of the Company and the Guarantors agrees that it is reasonable under the circumstances. The Redemption Price Premium or the Acceleration Premium, as applicable, shall also be payable in the event the Securities (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. EACH OF THE COMPANY AND THE GUARANTORS EXPRESSLY WAIVES (TO THE FULLEST EXTENT ▇▇▇▇-▇▇▇▇-▇▇▇▇ IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUMS IN CONNECTION WITH ANY SUCH ACCELERATION, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENT. Each of the Company and the Guarantors expressly agrees (to the fullest extent it may lawfully do so) that: (A) each of the Redemption Price Premium and the Acceleration Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Redemption Price Premium or the Acceleration Premium, as applicable shall be payable notwithstanding the then prevailing market rates at the Corporate Trust Office time payment is made; (C) there has been a course of conduct between Holders, the Company and the Guarantors giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium or the Acceleration Premium, as applicable; and (D) the Company and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Each of the Trustee Company and such notice reference the Securities and this IndentureGuarantors expressly acknowledges that its agreement to pay the Redemption Price Premium or the Acceleration Premium, as applicable, to the Holders as herein described is a material inducement to Holders to purchase the Securities.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) clause (8) or (g9) of Subsection 8.1(a)) occurs and is continuing with respect to the Company or the Issuer) shall occur and be continuingCompany, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may may, by notice to the Company and the Trustee, declare the principal of amount, and all accrued and unpaid interest interest, and any premium, including any Make-Whole Premium, and Registration Default Payment, if any, to the date of acceleration on all the Securities then outstanding (if not then due and payable) to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” upon any such declaration, and the same will shall become and be immediately due and payable. If an Event of Default specified in Section 6.01(f) clause (8) or (g9) of Subsection 8.1 (a) occurs and is continuing with respect to the Company or Company, the Issuer occurs principal amount, and is continuing, then all unpaid principal of and accrued and unpaid interest on all interest, and any premium, including any Make-Whole Premium, and Registration Default Payment, if any, of the Securities then outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences if (ia) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default Default, other than the nonpayment of the principal of the Securities which has become due solely by such declaration of acceleration, have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, waived; (iiib) 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, ; (ivc) if the Issuer has paid rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee its reasonable compensation and reimbursed the any predecessor Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of under Section 6.01, the Trustee shall 9.7 have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waivedmade. No such rescission shall affect any subsequent Default default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default under Section 6.01 hereof (other than an Event of Default specified in Section 6.01(f) or (g6.01(7) with respect to the Company or the an Issuer) shall occur and be continuing, the Trustee or acting at the written direction of the Holders of at least 25% in aggregate principal amount of the outstanding Securities Notes may declare the principal of the Notes and any accrued and unpaid interest on all the Securities Notes to be due and payable by notice in writing to the Issuer Issuers and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will shall become immediately due and payable. If an Event Upon such declaration of Default specified in Section 6.01(f) or (g) with respect to acceleration, the Company or the Issuer occurs and is continuingaggregate principal amount of, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities Notes shall ipso facto become and be immediately due and payable in cash without any declaration or other act on the part of the Trustee or any HolderHolder of the Notes. At any time after After such acceleration, but before a declaration of acceleration with respect to the Securities as described in the preceding paragraphjudgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on such Notes, have been cured or waived as provided in this Indenture. The Holders of a majority in aggregate principal amount of the Securities Notes then outstanding by written notice to the Trustee may rescind and cancel such declaration on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under this Indenture and its consequences: (i1) if the rescission would not conflict with any judgment or decree, ; (ii2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv4) if the Issuer has Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and advances; and (v5) in the event of the cure or waiver of an Event of Default of the type described in clause (fSection 6.01(7) or (g) of Section 6.01hereof, the Trustee shall have received an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The In the event of any Event of Default specified in Section 6.01(4) hereof, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will 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 Issuers deliver 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, (y) the Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events. If an Event of Default specified in Section 6.01(7) hereof with respect to an Issuer occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of the Notes. 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 then outstanding Notes shall have made written request, and offered reasonable indemnity satisfactory to the Trustee, to the Trustee to institute such proceeding as Trustee, and the Trustee shall not be deemed have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to have notice institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the respective due dates expressed in such Note. In the case of any Default or Event of Default occurring by reason of any willful action (other than a Payment Defaultor inaction) unless a Responsible Officer taken (or not taken) by or on behalf of the Trustee has received written notice Issuers with the intention of any event which is in fact such a Default or Event of Default at the Corporate Trust Office avoiding payment of the Trustee premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and such notice reference be immediately due and payable to the Securities and this Indentureextent permitted by law upon the acceleration of the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company BP I, an Issuer or the any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities Senior Notes by notice to the Trustee and the Issuers may declare the principal of of, premium, if any, and accrued and but unpaid interest on all the Securities Senior Notes to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same interest will become immediately be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to BP I, an Issuer or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer occurs, the Company or the Issuer occurs and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities shall ipso facto Senior Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of the Securities Senior Notes by notice to the Trustee may rescind and cancel any such declaration acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice In the event of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is specified in fact Section 6.01(e), such a Default or Event of Default at and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Corporate Trust Office Trustee or the Holders, if within 20 days after such Event of Default arose the Issuers deliver 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 Trustee and principal amount of the Senior Notes as described above be annulled, waived or rescinded upon the happening of any such notice reference the Securities and this Indentureevents.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(e) or (g6.01(f) with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may by written notice to the Issuer may, and if such notice is given by the Holders such notice shall be given to the Issuer and the Trustee, declare the principal of of, and the premium, if any, and accrued and but unpaid interest on on, all the Securities to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately interest shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f6.01(e) or (g6.01(f) with respect to the Company or Issuer occurs, the Issuer occurs principal of, and is continuingthe premium, then all unpaid principal of if any, and accrued and but unpaid interest on on, all of the outstanding Securities 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. At If the principal of, premium, if any time after a declaration of acceleration with respect to or accrued and unpaid interest, if any, on the Securities becomes due and payable as provided above (an “Acceleration”) on or after January 31, 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 January 31, 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 paragraph, the two sentences are intended to be liquidated damages and not unmatured interest or a penalty. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) with respect to all outstanding Securities if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration, ) have been (iiior are concurrently with such rescission) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in cured or waived. In the event of the cure or waiver of an any Event of Default specified in Section 6.01(d), such Event of Default and all consequences thereof (including any acceleration of Securities due to the occurrence of such Event of Default under Section 6.01(d)) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the type described in clause Securities, if within 30 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (fx) 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 (gz) of Section 6.01, the Trustee shall have received an Officer’s Certificate of default that is the Issuer and an Opinion of Counsel that basis for such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenturecured.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Company or Company) occurs and is continuing, upon receipt by the Issuer) shall occur and be continuingTrustee of written direction from the Holders of a majority in principal amount of the Securities, the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of outstanding the Securities by written notice to the Company and the Trustee, may declare the principal of and accrued and but unpaid interest and relevant or applicable premium, Acceleration Premium or redemption price on all the Securities to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such principal, interest and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately applicable premium, Acceleration Premium or redemption price shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Company or occurs, the Issuer occurs and is continuing, then all unpaid principal of and accrued interest and unpaid interest applicable premium, Acceleration Premium or redemption price on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of the Securities by written notice to the Trustee AND the Company may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or . (b) Notwithstanding the foregoing, if an Event of Default (other than a Payment Defaultunder Section 6.01(5) unless a Responsible Officer of the Trustee has received written notice of any event which occurred and is in fact continuing, such a Default or Event of Default and any consequential acceleration (to the extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default under Section 6.01(5) has been repaid or (ii) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured, and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration with respect thereto, and (iii) any other existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured and waived. (i) If the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or (7) with respect to the Company (including the acceleration of claims by operation of law) occurring on or after May 15, 2023, the amount of the principal and premium due on the Securities shall equal the redemption price applicable to an optional redemption of the Securities as set forth in Section 3.08 in effect on the date of such acceleration as if such acceleration were an optional redemption of the Securities accelerated (the “Redemption Price Premium”), and the Redemption Price Premium (including principal) and all accrued and unpaid interest will be immediately due and payable as though the Securities were optionally redeemed. (ii) If the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or (7) with respect to the Company (including the acceleration of claims by operation of law) in the case of an Event of Default occurring prior to May 15, 2023, the amount of principal of, accrued and unpaid interest and premium on the Securities that becomes due and payable shall equal 100% of the principal amount of the Securities plus the Acceleration Premium plus accrued and unpaid interest, if any. (iii) In any such case of clauses (i) or (ii) above, the Redemption Price Premium or the Acceleration Premium, as applicable, shall constitute part of the Notes Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement the Company and the Guarantors on the one hand and the Holders on the other hand as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any Redemption Price Premium or Acceleration Premium, as applicable, payable pursuant to the above shall be presumed to be the liquidated damages sustained by each Holder as the result of the acceleration, and each of the Company and the Guarantors agrees that it is reasonable under the circumstances. The Redemption Price Premium or the Acceleration Premium, as applicable, shall also be payable in the event the Securities (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. EACH OF THE COMPANY AND THE GUARANTORS EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUMS IN CONNECTION WITH ANY SUCH ACCELERATION, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENT. Each of the Company and the Guarantors expressly agrees (to the fullest extent it may lawfully do so) that: (A) each of the Redemption Price Premium and the Acceleration Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Redemption Price Premium or the Acceleration Premium, as applicable shall be payable notwithstanding the then prevailing market rates at the Corporate Trust Office time payment is made; (C) there has been a course of conduct between Holders, the Company and the Guarantors giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium or the Acceleration Premium, as applicable; and (D) the Company and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Each of the Trustee Company and such notice reference the Securities and this IndentureGuarantors expressly acknowledges that its agreement to pay the Redemption Price Premium or the Acceleration Premium, as applicable, to the Holders as herein described is a material inducement to Holders to purchase the Securities.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g)) with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding Securities by notice to the Company and the Trustee, may declare the principal Issue Price plus accrued Original Issue Discount (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 and accrued and unpaid interest declaration on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become 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 Section 6.01(f) or (g) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of and the Issue Price plus accrued and unpaid interest Original Issue Discount (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest) on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest the Issue Price plus accrued Original Issue Discount (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest) that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.07 have been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (g) or (gh) of Section 6.01 hereof with respect to the Company or the IssuerCompany) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities Notes may declare the principal of and accrued and unpaid interest on all the Securities Notes to be due and payable immediately by notice in writing to the Issuer Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” ”, and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 hereof occurs and is continuing with respect to the Company or the Issuer occurs and is continuingCompany, then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the outstanding Securities Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances (including reasonable fees and expenses of its counsel and agents), and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (fg) or (gh) of Section 6.016.01 hereof, the Trustee shall have received an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company BP I, BP II, an Issuer or the Issuer) shall occur any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer occurs and be is continuing, the Trustee or the Holders holders of at least 25% in principal amount of outstanding Securities Senior Secured Notes by notice to the Trustee and the Issuers may declare the principal of of, premium, if any, and accrued and but unpaid interest (including additional interest, if any) on all the Securities Senior Secured Notes to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same interest will become immediately be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to BP I, BP II, an Issuer or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer occurs, the Company or the Issuer occurs principal of, premium, if any, and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities shall ipso facto Senior Secured Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderholders. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of the Securities Senior Secured Notes by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice In the event of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is specified in fact Section 6.01(e), such a Default or Event of Default at and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Corporate Trust Office Trustee or the holders of the Senior Secured Notes, if within 20 days after such Event of Default arose the Issuers deliver 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 reference or action (as the Securities and this Indenturecase 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 Senior Secured Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) clause (8) or (g9) of Section 6.01 with respect to the Company or the IssuerCompany) shall occur and be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of outstanding Securities may declare the principal of of, and premium, if any, and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer Company (and to the Trustee if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(f) clause (8) or (g9) of Section 6.01 with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the two preceding paragraphparagraphs, the Holders of a majority in principal amount of the Securities may rescind and cancel such declaration and its consequences (i) if the rescission decision would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of or acceleration, has been paid, (iv) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) 8) or (g9) of Section 6.01, the Trustee shall have received an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event ------------ of Default specified in Section 6.01(f6.01(4) or (g5)) with respect occurs and is continuing, unless the Principal Amount of all the Securities shall have already become due and payable, either the Trustee by notice to the Company or the Issuer) shall occur and be continuingCompany, the Trustee or the Holders of at least 25% in principal amount aggregate Principal Amount of the Securities at the time outstanding Securities by notice to the Company and the Trustee, may declare the principal of Issue Price and accrued 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 interest) through the date of declaration on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become 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 Section 6.01(f6.01(4) or (g5) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of the Issue Price and accrued Original Issue Discount (or if the Securities 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 interest) following a Tax Event, the Restated Principal Amount, plus accrued and unpaid interest) on all the Securities through the date of the outstanding Securities 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree of a court of competent jurisdiction and if all existing Events of Default have been cured or waived except nonpayment of principal the Issue Price and accrued Original Issue Discount (or interest accrued and unpaid interest) that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.06 have been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f501(e) or (gf) with respect to of the Company or Original Indenture, as amended by Article 7 of the IssuerSupplemental Indenture) shall occur occurs and be is continuing, the Trustee by Notice to the Company or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Notes at the time outstanding Securities by notice to the Company and the Trustee, may declare the principal Issue Price plus accrued Original Issue Discount through the date of such declaration, and any accrued and unpaid interest Contingent Cash Interest and any accrued Contingent Additional Principal through the date of such declaration, on all the Securities Notes to be immediately due and payable. Upon such a declaration, such Issue Price plus accrued Original Issue Discount, such accrued and unpaid Contingent Cash Interest, if any, and accrued Contingent Additional Principal, if any, shall be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payableimmediately. If an Event of Default specified in Section 6.01(f501(e) or (gf) with respect to of the Company or Original Indenture, as amended by Article 7 of the Issuer Supplemental Indenture, occurs and is continuing, then all unpaid principal of the Issue Price plus accrued Original Issue Discount, and any accrued and unpaid interest Contingent Cash Interest and any accrued Contingent Additional Principal, on all the Notes to the date of the outstanding Securities 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 HolderNoteholders. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities Notes at the time outstanding, by notice to the Trustee (and without notice to any other Noteholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest the Issue Price plus accrued Original Issue Discount and Contingent Additional Principal and any accrued and unpaid Contingent Cash Interest that has have become due solely because as a result of acceleration and if all amounts due to the Trustee under Section 607 of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Original Indenture have been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (vi) or (gvii) above with respect to the Company or the Issuer) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities Notes may declare the principal of and accrued and unpaid interest on all the Securities Notes to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “"notice of acceleration,” " (the "Acceleration Notice"), and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclause (vi) or (gvii) above with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the outstanding Securities Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities Notes may rescind and cancel such declaration and its consequences (i) if 74 -67- the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances advances, and any other amounts due the Trustee under Section 7.7 and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (gvi) of Section 6.01the description above of Events of Default, the Trustee shall have received an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (9) or (g10) of Section 7.01(a) with respect to the Company or Company) occurs and is continuing with respect to the Issuer) shall occur and be continuingCompany, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may may, by notice to the Company and the Trustee, declare the principal of amount and accrued and unpaid interest interest, if any, and accrued and unpaid Contingent Interest, if any, through the date of payment on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable. Upon such a declaration, such principal amount and such accrued and unpaid interest, if any, and such accrued and unpaid Contingent Interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f7.01(a)(9) or (g10) with occurs in respect to of the Company or the Issuer occurs and is continuing, then all the principal amount and accrued but unpaid principal of interest, if any, and accrued and unpaid interest Contingent Interest, if any, on all of the outstanding 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 of Securities. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences if (ia) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default Default, other than the nonpayment of the principal of the Securities which have become due solely by such declaration of acceleration, have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, waived; (iiib) 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, ; (ivc) if the Issuer has paid rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee its reasonable compensation and reimbursed the any predecessor Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of under Section 6.01, the Trustee shall 8.07 have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waivedmade. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (f) or (g) with respect to the Company or the Issuerabove) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may declare the principal of of, premium, if any, and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer Company and the Trustee specifying the respective Event of Default and that it is a “"notice of acceleration,” ", and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclause (f) or (g) with respect to the Company or the Issuer above occurs and is continuing, then all unpaid principal of of, and premium and Additional Interest, if any, and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue overdue, installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Following the ABL Payoff Date, if any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 with respect to the Issuer) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Securities by notice to the Issuer (with a copy to the Trustee if from the Holders) may declare the principal, premium, if any, and accrued but unpaid interest and any other monetary obligations on all the then outstanding Securities to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer) shall occur and be continuingIssuer occurs, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may declare the principal of of, premium, if any, and accrued and but unpaid interest on all the Securities to be will ipso facto become due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in aggregate principal amount of the then outstanding Securities by written notice to the Trustee (with a copy to the Issuer, provided that any rescission under this Section 6.02 shall be valid and binding notwithstanding the failure to provide a copy of such notice to the Issuer) may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences consequences: (ia) if the rescission would not conflict with any judgment or decree, ; (iib) if all existing Events of Default have been cured cured, waived, annulled or waived rescinded except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iiic) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; and (ivd) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and advances. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN THE EVENT THE SECURITIES ARE ACCELERATED OR OTHERWISE BECOME DUE AND PAYABLE AS A RESULT OF, OR FOLLOWING, AN EVENT OF DEFAULT, THE APPLICABLE PREMIUM WILL ALSO BE DUE AND PAYABLE AND SHALL CONSTITUTE PART OF THE OBLIGATIONS UNDER THE SECURITIES IN VIEW OF THE IMPRACTICABILITY AND EXTREME DIFFICULTY OF ASCERTAINING ACTUAL DAMAGES AND BY MUTUAL AGREEMENT OF THE PARTIES AS TO A REASONABLE CALCULATION OF EACH HOLDER’S LOST PROFITS AS A RESULT THEREOF. ANY PREMIUM (vINCLUDING THE APPLICABLE PREMIUM) in the event of the cure or waiver of an Event of Default of the type described in clause PAYABLE ABOVE SHALL BE THE LIQUIDATED DAMAGES SUSTAINED BY EACH HOLDER AS THE RESULT OF THE EARLY REDEMPTION AND THE ISSUER AGREES THAT IT IS REASONABLE UNDER THE CIRCUMSTANCES CURRENTLY EXISTING. THE PREMIUM (fINCLUDING THE APPLICABLE PREMIUM) or SHALL ALSO BE PAYABLE IN THE EVENT THE SECURITIES (gAND/OR THIS INDENTURE) of Section 6.01ARE SATISFIED OR RELEASED BY FORECLOSURE (WHETHER BY POWER OF JUDICIAL PROCEEDING), the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this IndentureDEED IN LIEU OF FORECLOSURE, EXERCISE OF REMEDIES AND/OR SALE OF COLLATERAL FOLLOWING EVENTS OF DEFAULT OR ANY SALE OF COLLATERAL IN AN INSOLVENCY PROCEEDING, ANY RESTRUCTURING, REORGANIZATION OR COMPROMISE OF THE OBLIGATIONS UNDER THE SECURITIES OR OTHER OBLIGATIONS UNDER THIS INDENTURE OR ANY OTHER TERMINATION OF THIS INDENTURE OR SECURITIES AS A RESULT OF ANY SUCH EVENTS.

Acceleration. If an Event of Default specified in clause (8) or (9) of Section 6.01 with respect to the Issuer, the Co-Issuer or the General Partner occurs, all outstanding Notes shall become due and payable without any further action or notice. If an Event of Default (other than an Event of Default specified in Section 6.01(f) clause (8) or (g9) of Section 6.01 with respect to the Company Issuer, the Co-Issuer or the IssuerGeneral Partner) shall occur have occurred and be continuingcontinuing under this Indenture, the Trustee Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount at maturity of outstanding Securities the Notes then outstanding, by written notice to the Issuer and the Trustee, may declare (an “acceleration declaration”) the principal Accreted Value of and accrued and unpaid interest on all the Securities outstanding Notes to be due and payable by notice in writing to immediately. Upon such an acceleration declaration, the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal aggregate Accreted Value of and accrued and unpaid interest on all of the outstanding Securities Notes shall ipso facto become and be immediately due and payable without any declaration payable; provided, however, that after such acceleration, but before a judgment or other act decree based on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraphacceleration, the Holders of a majority in aggregate principal amount at maturity of the Securities such outstanding Notes may rescind and cancel annul such declaration and its consequences acceleration: (i1) if the rescission would not conflict with any judgment or decree, ; (ii2) if all existing Events of Default Defaults have been cured or waived except nonpayment of principal or interest that has become due solely because of the this acceleration, ; (iii3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv4) if the Issuer has paid to the Trustee its reasonable compensation and reimbursed the Trustee for of its reasonable expenses, disbursements and advances and advances; and (v5) in the event of the a cure or waiver of an Event of a Default of the type described set forth in clause (fSection 6.01(8) or (g) of Section 6.019), the Trustee shall have received an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (vii) of Section 6.01(f6.1(a) or (g) above with respect to the Company Issuer or the IssuerCompany) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities then-Outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Securities Notes to be immediately due and payable by notice in writing to the Issuer Issuer, the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,.” and the same will become immediately due and payable. If an Event of Default specified in clause (vii) of Section 6.01(f6.1(a) or (g) above occurs with respect to the Company or the Issuer occurs and is continuingCompany, then all the unpaid principal of (and premium, if any) and accrued and unpaid interest on all of the outstanding Securities 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 Holder. . (b) At any time after a declaration of acceleration with respect to the Securities Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities Notes may rescind and cancel such declaration and its consequences consequences: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived waived, except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; and (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indentureadvances.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Company or Company) occurs and is continuing, upon receipt by the Issuer) shall occur and be continuingTrustee of written direction from the Holders of a majority in principal amount of the Securities, the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of outstanding the Securities by written notice to the Company and the Trustee, may declare the principal of and accrued and but unpaid interest and relevant or applicable premium, Acceleration Premium or redemption price on all the Securities to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such principal, interest and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately applicable premium, Acceleration Premium or redemption price shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Company or occurs, the Issuer occurs and is continuing, then all unpaid principal of and accrued interest and unpaid interest applicable premium, Acceleration Premium or redemption price on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of the Securities by notice to the Trustee and the Company may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or . (b) Notwithstanding the foregoing, if an Event of Default (other than a Payment Defaultunder Section 6.01(5) unless a Responsible Officer of the Trustee has received written notice of any event which occurred and is in fact continuing, such a Default or Event of Default and any consequential acceleration (to the extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default under Section 6.01(5) has been repaid or (ii) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured, and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration with respect thereto, and (iii) any other existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured and waived. (i) If the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or (7) with respect to the Company (including the acceleration of claims by operation of law) occurring on or after [•], 202310, the amount of the principal and premium due on the Securities shall equal the redemption price applicable to an optional redemption of the Securities as set forth in Section 3.08 in effect on the date of such acceleration as if such acceleration were an optional redemption of the Securities accelerated (the “Redemption Price Premium”), and the Redemption Price Premium (including principal) and all accrued and unpaid interest will be immediately due and payable as though the Securities were optionally redeemed. (ii) If the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or (7) with respect to the Company (including the acceleration of claims by operation of law) in the case of an Event of Default occurring prior to [•], 202311, the amount of principal of, accrued and unpaid interest and premium on the Securities that becomes due and payable shall equal 100% of the principal amount of the Securities plus the Acceleration Premium plus accrued and unpaid interest, if any. (iii) In any such case of clauses (i) or (ii) above, the Redemption Price Premium or the Acceleration Premium, as applicable, shall constitute part of the Notes Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement the Company and the Guarantors on the one hand and the Holders on the other hand as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any Redemption Price Premium or Acceleration Premium, as applicable, payable pursuant to the above shall be presumed to be the liquidated damages sustained by each Holder as the result of the acceleration, and each of the Company and the Guarantors agrees that it is reasonable under the circumstances. The Redemption Price Premium or the Acceleration Premium, as applicable, shall also be payable in the event the Securities (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. EACH OF THE COMPANY AND THE GUARANTORS EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUMS IN CONNECTION WITH ANY SUCH ACCELERATION, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR 10 NTD: To be 18 months following Plan Effective Date. 11 NTD: To be 18 months following Plan Effective Date. INSOLVENCY EVENT. Each of the Company and the Guarantors expressly agrees (to the fullest extent it may lawfully do so) that: (A) each of the Redemption Price Premium and the Acceleration Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Redemption Price Premium or the Acceleration Premium, as applicable shall be payable notwithstanding the then prevailing market rates at the Corporate Trust Office time payment is made; (C) there has been a course of conduct between Holders, the Company and the Guarantors giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium or the Acceleration Premium, as applicable; and (D) the Company and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Each of the Trustee Company and such notice reference the Securities and this IndentureGuarantors expressly acknowledges that its agreement to pay the Redemption Price Premium or the Acceleration Premium, as applicable, to the Holders as herein described is a material inducement to Holders to purchase the Securities.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(7) or (g) 8) with respect to the Company or the IssuerCompany) shall occur occurs and be is continuing, the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities by written notice to the Company and the Trustee, may declare the principal of and accrued and but unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately interest shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f6.01(7) or (g) 8) with respect to the Company or the Issuer occurs and is continuing, then all unpaid the principal of and accrued and unpaid interest on all of the outstanding 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. At any time after a declaration Any such amount hereby constitutes liquidated damages reasonably agreed by the Company and the Holders in view of acceleration with respect to the Securities as described in the preceding paragraph, the impracticability of determining actual damages. The Holders of a majority in principal amount of the outstanding Securities by written notice to the Trustee and the Company may rescind and cancel such declaration any acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee If the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, as a result of an Event of Default, the amount of principal of, accrued and unpaid interest and premium on the Securities that becomes due and payable shall not be deemed equal (a) 100% of the principal amount of the Securities redeemed, plus (b) a premium equal to have notice the Applicable Premium in effect on the date of such acceleration, determined as if such acceleration were an optional redemption of the Securities accelerated and as if references to “August 15, 2020” in the definitions of “Applicable Premium” and “Treasury Rate” were instead references to “February 15, 2024” (such amount, the “Prepayment Premium”), plus (c) accrued and unpaid interest. Without limiting the generality of the foregoing, it is understood and agreed that, if the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Default or Event of Default (other than including, but not limited to, upon the occurrence of a Payment Defaultvoluntary or involuntary bankruptcy or insolvency event (including the acceleration of claims by operation of law) unless or pursuant to a Responsible Officer plan of reorganization, the Prepayment Premium will also be due and payable as though the Securities were optionally redeemed and shall constitute part of the Trustee has received written notice Obligations under the Securities, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the Company and the Holders as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Company agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Securities (and/or this Indenture) are satisfied or released by foreclosure (whether or not by power of judicial proceeding), deed in lieu of foreclosure or by any event which other means. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium is in fact such a Default or Event reasonable and is the product of Default an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the Corporate Trust Office time payment is made; (C) there has been a course of conduct between Holders and the Trustee Company giving specific consideration in this transaction for such agreement to pay the premium; and such notice reference (D) the Securities and Company shall be estopped hereafter from claiming differently than as agreed to in this Indentureparagraph. The Company expressly acknowledges that its agreement to pay the premium to Holders as herein described is a material inducement to Holders to purchase the Securities.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in Section 6.01(fclause (g) or (gh) with respect to the Company or the Issuerof Section 6.01) shall occur occurs and be is continuing, the Trustee may, or the Trustee upon the 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 may declare the principal of and all the Securities, together with all accrued and unpaid interest on all the Securities and premium, if any, to be due and payable by notice in writing to the Issuer Holdings and the Trustee specifying the respective Event of Default and that it is a “"notice of acceleration,” " (the "Acceleration Notice"), and the same will shall become immediately due and payabledue. If an Event of Default specified in Section 6.01(fclause (g) or (gh) with respect to the Company or the Issuer of Section 6.01 occurs and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a such declaration of acceleration with respect to the Securities as described in the preceding paragraphSecurities, the Holders of a majority in principal amount of Securities then outstanding (by notice to the Securities Trustee) may rescind and cancel such declaration and its consequences if (i) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) if all existing 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 because by such declaration of the acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Securities) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, acceleration has been paid, (iv) if the Issuer Holdings has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an a Default or Event of Default of the type described in clause (fg) or (gh) of Section 6.01, the Trustee shall have has received an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel 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 Securities. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f12.1(e) or (gf) with respect to the Company or the IssuerBorrower) shall occur occurs and be is continuing, the Trustee Administrative Agent or the Holders Lenders of at least 25% in principal amount at maturity of outstanding Securities Loans by notice to the Borrower and Holdings, may declare the principal of Accreted Value of, premium, if any, and accrued and but unpaid interest on all the Securities Loans to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such Accreted Value, premium, if any, and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately interest shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f12.1(e) or (gf) with respect to the Company or Borrower occurs, the Issuer occurs Accreted Value of, premium, if any, and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities Loans shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee Administrative Agent or any HolderLenders. At any time after a declaration of acceleration with respect The Required Lenders by notice to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities Administrative Agent may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice In the event of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is specified in fact Section 12.1(d), such a Default or Event of Default at and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Corporate Trust Office Administrative Agent or the Lenders, if within 20 days after such Event of Default arose the Borrower delivers an Officers’ Certificate to the Administrative Agent 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 Trustee and Accreted Value of the Loans as described above be annulled, waived or rescinded upon the happening of any such notice reference the Securities and this Indentureevents.

Acceleration. If an Event of Default (other than an Event of ------------ Default specified in Section 6.01(f6.01(d) or (ge)) with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee by Notice to the Company or the Holders of at least 25% in principal amount aggregate Original Principal Amount of the Securities at the time outstanding Securities by notice to the Company and the Trustee, may declare the principal Contingent Principal Amount through the date of such declaration, and any accrued and unpaid contingent interest through the date of such declaration, on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable. Upon such a declaration, such Contingent Principal Amount, and such accrued and unpaid contingent interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(d) or (ge) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of the Contingent Principal Amount, and any accrued and unpaid interest contingent interest, on all the Securities to the date of the outstanding Securities 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Original Principal Amount of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or the Contingent Principal Amount and any accrued and unpaid contingent interest that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.06 have been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other occurs and is continuing, the Trustee, by notice to the Issuers, or the holders of not less than 25% in aggregate principal amount at maturity of the Notes, by written notice to the Issuers and the Trustee, may declare to be immediately due and payable the Accreted Value of all the Notes then outstanding, plus premium, if any, and accrued but unpaid interest to the date of acceleration, in which event such amounts shall become immediately due and payable. In case an Event of Default specified in Section 6.01(f6.01(7) or (g) 8) with respect to either Issuer occurs, such Accreted Value, principal, premium, if any, and interest with respect to all of the Company or the Issuer) Notes shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may declare the principal of and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or the holders of the Notes. After any Holder. At any time after such acceleration but before a declaration of judgment or decree based on acceleration with respect to is obtained by the Securities as described in the preceding paragraphTrustee, the Holders holders of a majority in aggregate principal amount at maturity of outstanding Notes by notice to the Securities Trustee may rescind and cancel such declaration acceleration and its consequences if (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except Default, other than the nonpayment of principal accelerated Accreted Value, principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (iiiii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue principalAccreted Value, premium, if any, or interest, which has become due otherwise than by such declaration of acceleration, has been paid, (iviii) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances advances, (iv) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (v) in the event of the cure or waiver of an a Default or Event of Default of the type described in clause (fSection 6.01(7) or (g) of Section 6.018), the Trustee shall have has received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Default or Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(5) or (g6) with in respect to of the Company or the IssuerCompany) shall occur occurs and be is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding Securities by notice to the Company and the Trustee, may declare the principal of and Issue Price plus Accrued Original Issue Discount, accrued and unpaid interest Contingent Cash Interest, if any, and Contingent Additional Principal, if any, through the date of such declaration, on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable. Upon such a declaration, such Issue Price plus Accrued Original Issue Discount, accrued and unpaid Contingent Cash Interest, if any, and accrued Contingent Additional Principal, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(4) or (g5) with occurs in respect to of the Company or the Issuer occurs and is continuing, then all unpaid principal of and the Issue Price plus Accrued Original Issue Discount, accrued and unpaid interest Contingent Cash Interest, if any, and accrued Contingent Additional Principal, if any, on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest the Issue Price plus Accrued Original Issue Discount and accrued Contingent Additional Principal, if any, plus accrued and unpaid Contingent Cash Interest that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.07 have been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.1(vi) or (g) with respect to the Company or the Issuervii)) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may declare the principal of of, premium, if any, and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer Company and (if given by the Holders) the Trustee specifying the respective Event Events of Default and that it is a “"notice of acceleration,” " and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(f6.1(vi) or (gvii) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of of, premium, if any, and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the then outstanding Securities may rescind and cancel such declaration and its consequences consequences: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (gvi) of Section 6.01the description above of Events of Default, the Trustee shall have received an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (g) or (gh) of Section 6.01 hereof with respect to the Company or the IssuerCompany) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities Notes may declare the principal of and accrued and unpaid interest on all the Securities Notes to be due and payable by notice in writing to the Issuer Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” (the “Acceleration Notice”), and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 hereof with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the outstanding Securities Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances (including reasonable fees and expenses of its counsel and agents); and (v) in the event of the cure or waiver of an Event of Default of the type described in clause clauses (fg) or (gh) of Section 6.016.01 hereof, the Trustee shall have received an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (5) or (g6) with respect to the Company or the Issuerabove) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may declare the principal of of, premium, if any, and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer Company (and to the Trustee Trustee, if given by the Holders) specifying the respective Event Event(s) of Default and that it is a “"notice of acceleration,” " and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclause (5) or (g6) with respect to the Company or the Issuer above occurs and is continuing, then all unpaid principal of of, premium, if any, and accrued and unpaid interest on on, all of the outstanding Securities shall ipso facto become and be immediately due and ---- ----- payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the then outstanding Securities may rescind and cancel such declaration and its consequences consequences: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and any other sums owing to the Trustee pursuant to Section 7.07; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause clauses (f5) or and (g6) of Section 6.01the description above of Events of Default, the Trustee shall have received an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in Section 6.01(f4.01(f) or (g4.01(g)) with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee may, or the Trustee upon the request of Holders of 25% in Principal Amount of the outstanding Securities shall, or the Holders of at least 25% in principal amount aggregate Principal Amount of the outstanding Securities may declare the principal of and all the Securities, together with all accrued and unpaid interest on all the Securities and premium, if any, to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “"notice of acceleration,” " (the "Acceleration Notice"), and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(f4.01(f) or (g4.01(g) with respect to the Company or the Issuer occurs and is continuingoccurs, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a such declaration of acceleration with respect to the Securities as described in the preceding paragraphSecurities, the Holders of a majority in principal amount Principal Amount of Securities then outstanding (by notice to the Securities Trustee) may rescind and cancel such declaration and its consequences if (i) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) if all existing 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 because by such declaration of the acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Securities) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, acceleration has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an a Default or Event of Default of the type described in clause (fSection 4.01(f) or (g) of Section 6.014.01(g), the Trustee shall have has received an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel 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 Securities. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Company or Company) occurs and is continuing, upon receipt by the Issuer) shall occur and be continuingTrustee of written direction from the Holders of a majority in principal amount of the Securities, the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of outstanding the Securities by written notice to the Company and the Trustee, may declare the principal of and accrued and but unpaid interest and relevant or applicable premium, Acceleration Premium or redemption price on all the Securities to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such principal, interest and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately applicable premium, Acceleration Premium or redemption price shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Company or occurs, the Issuer occurs and is continuing, then all unpaid principal of and accrued interest and unpaid interest applicable premium, Acceleration Premium or redemption price on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of the Securities by notice to the Trustee and the Company may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or . (b) Notwithstanding the foregoing, if an Event of Default (other than a Payment Defaultunder Section 6.01(5) unless a Responsible Officer of the Trustee has received written notice of any event which occurred and is in fact continuing, such a Default or Event of Default at and any consequential acceleration (to the Corporate Trust Office extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default under Section 6.01(5) has been repaid or (ii) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured, and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration with respect thereto, and (iii) any other existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the Trustee acceleration of the Securities, have been cured and such notice reference waived. (i) If the Securities and this Indenture.are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (vi) or (gvii) of Section 6.01 with respect to the Company Parent or the IssuerCompany) shall occur and be continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Securities Notes issued under this Indenture may declare the principal of of, premium, if any, and accrued and unpaid interest on all the Securities Notes issued under this Indenture to be due and payable by notice in writing to the Issuer Parent (and the Trustee if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will Notes shall become immediately due and payable. . (b) If an Event of Default specified in Section 6.01(fclause (vi) or (gvii) of Section 6.01 with respect to the Company Parent or the Issuer Company occurs and is continuing, then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the then outstanding Securities Notes issued under 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. . (c) At any time after a declaration of acceleration with respect to the Securities Notes as described in the preceding paragraphSection 6.02(a) or 6.02(b), the Holders of a majority in principal amount of the Securities all Notes issued under this Indenture may rescind and cancel such declaration and its consequences consequences: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv) if the Issuer Company has paid the Trustee (including its agents and counsel) its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (fvi) or (gvii) of Section 6.01, the Trustee shall have received an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(g) or (gh) with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee by written notice to the Issuer or the Holders of at least 2530% in of the aggregate principal amount of outstanding Securities by written notice to the Issuer and the Trustee, may declare the principal of of, premium, if any, and accrued and but unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately interest shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f6.01(g) or (gh) with respect to the Company or Issuer occurs, the Issuer occurs principal of, premium, if any, and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of the Securities by written notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice In the event of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is specified in fact Section 6.01(f), such a Default or Event of Default at and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Corporate Trust Office Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuer delivers an Officer’s 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 reference 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 and this Indentureas described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(5) or (g6)) with respect to the Company or the Issuer) shall occur occurs and be is continuing, the Trustee by Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding Securities by notice to the Company and the Trustee, may declare the principal of and Issue Price plus accrued Original Issue Discount (or if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued and unpaid interest interest) through the date of declaration on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable. Upon such a declaration, the applicable amount shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(5) or (g6) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of and the Issue Price plus accrued Original Issue Discount (or if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued and unpaid interest interest) on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal the Issue Price plus accrued Original Issue Discount (or interest if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest) that has have become due solely because as a result of the acceleration, (iii) acceleration and if all amounts due to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has Trustee under Section 7.07 have been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (g) or (gh) of Section 6.01 hereof with respect to the Company or the IssuerCompany) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities Notes may declare the principal of and accrued and unpaid interest on all the Securities Notes to be due and payable by notice in writing to the Issuer Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” (the “Acceleration Notice”), and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 hereof with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the outstanding Securities Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause clauses (fg) or (gh) of Section 6.016.01 hereof, the Trustee shall have received an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in Section 6.01(fclause (f) or (g) of Section 6.01 with respect to the Company Holdings or the Issuerany of its Restricted Subsidiaries) shall occur and be continuing, the Trustee may, or the Trustee upon the request of Holders of at least 25% in principal amount of the outstanding Securities shall, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities may declare the principal of and all the Securities, together with all accrued and unpaid interest on all the Securities and premium, if any, to be due and payable by notice in writing to the Issuer Holdings and the Trustee specifying the respective Event of Default and that it is a “"notice of acceleration,” " (the "Acceleration Notice"), and the same will shall become immediately due and payablepayable (unless all Events of Default specified in such Acceleration Notice have been cured or waived). If an Event of Default specified in Section 6.01(fclause (f) or (g) of Section 6.01 with respect to the Company Holdings or the Issuer any of its Restricted Subsidiaries occurs and is continuing, then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraphthis Section 6.02, the Holders of a majority in principal amount of the Securities may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any outstanding judgment or judicial decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or accrued and unpaid interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer Holdings has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice Holders of a majority in principal amount of the Securities may waive any existing Default or Event of Default (other than under this Indenture, and its consequences, except a Payment Default) unless a Responsible Officer Default in the payment of the Trustee has received written notice principal of or accrued and unpaid interest on any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this IndentureSecurities.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (5) or (g6) with respect to the Company or the Issuerabove) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may declare the principal of of, premium, if any, and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer Company (and to the Trustee Trustee, if given by the Holders) specifying the respective Event Events of Default and that it is a “"notice of acceleration,” " and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclause (5) or (g6) with respect to the Company or the Issuer above occurs and is continuing, then all unpaid principal of of, premium, if any, and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the then outstanding Securities may rescind and cancel such declaration and its consequences consequences; (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and any other sums owing to the Trustee pursuant to Section 7.07; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause clauses (f5) or and (g6) of Section 6.01the description above of Events of Default, the Trustee shall have received an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (f) or (g) of Section 6.1 above with respect to the Company or the IssuerCompany) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities Notes may declare the principal of and accrued and unpaid interest on all the Securities Notes to be due and payable by notice in writing to the Issuer Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” (the “Acceleration Notice”), and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclause (f) or (g) of Section 6.1 above with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of of, and premium, if any, and accrued and unpaid interest on all of the outstanding Securities Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities Notes may rescind and cancel such declaration and its consequences consequences: (i1) if the rescission would not conflict with any judgment or decree, ; (ii2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv4) if the Issuer Company has paid the Trustee and each Agent its reasonable compensation and reimbursed the Trustee and each Agent for its reasonable expenses, disbursements and advances and advances; and (v5) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.016.1, the Trustee shall have received an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified described in Section 6.01(f6.01(6) or (g) with respect to the Company or the Issuer7)) shall occur have occurred and be continuing, then the Trustee or the Holders holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Securities may declare the principal of and accrued and unpaid interest on all the Securities to be due and payable by written notice in writing to the Issuer and the Trustee specifying may declare to be immediately due and payable the respective Event entire principal amount of Default and that it is a “notice all the Notes then outstanding plus accrued interest to the date of acceleration,” acceleration and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(f) ; provided that after such acceleration but before a judgment or (g) with respect to decree based on acceleration is obtained by the Company or the Issuer occurs and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraphTrustee, the Holders holders of a majority in aggregate principal amount of the Securities outstanding Notes may rescind and cancel annul such declaration and its consequences acceleration if (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment Default, other than non-payment of principal principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived as provided in this Indenture, (iiiii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iviii) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (viv) in the event of the cure or waiver of an Event of Default of the type described in clause clauses (f6) or (g7) of Section 6.01the above Events of Default, the Trustee shall have received an Officer’s Officers' Certificate of the Issuer and an Opinion opinion of Counsel counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or In case an Event of Default (resulting from certain events of bankruptcy, insolvency or reorganization shall occur, the principal, premium and interest amount with respect to all of the Notes shall be due and payable immediately without any declaration or other than a Payment Default) unless a Responsible Officer act on the part of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office holders of the Trustee and such notice reference the Securities and this IndentureNotes.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) resulting from certain events of bankruptcy, insolvency or (g) with respect to the Company or the Issuerreorganization) shall occur have occurred and be continuing, then the Trustee or the Holders of at least holders as directed by not less than 25% in aggregate principal amount of the Notes then outstanding Securities may declare the principal of and accrued and unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately due and payable. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part entire principal amount of all the Trustee or any Holder. At any time after a declaration Notes then outstanding plus accrued interest to the date of acceleration with respect (i) and the same shall become immediately due and payable or (ii) if there are any amounts outstanding under the Senior Credit Facility, shall become immediately due and payable upon the first to occur of an acceleration under the Securities as described in Senior Credit Facility or 5 business days after receipt by an Issuer and the preceding paragraphrepresentative under the Senior Credit Facility of a notice of acceleration; provided, however, -------- ------- that after such acceleration but before a judgment or decree based on acceleration is obtained by the Trustee, the Holders holders of a majority in aggregate principal amount of the Securities may outstanding Notes may, under certain circumstances, rescind and cancel annul such declaration and its consequences acceleration if (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except Default, other than nonpayment of principal principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived as provided in this Indenture, (iiiii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iviii) if the Issuer has Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (viv) in the event of the cure or waiver of an Event of Default of the type described in clause clauses (f6) or (g7) of Section 6.01, the Trustee shall have received an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization shall occur, the principal, premium and interest amount with respect to all of the Notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or the holders of the Notes. The holders of a majority in principal amount of the Notes then outstanding shall have the right to waive any existing Default or compliance with any provision of this Indenture or the Notes and to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, subject to certain limitations provided for in this Indenture and under the TIA. 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 the holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as Trustee, and unless the Trustee shall not be deemed have received from the holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to have notice institute such proceeding within 60 days. Notwithstanding the foregoing, such limitations do not apply to a suit instituted on such Note on or after the respective due dates expressed in such Note. Upon the occurrence and during the continuance of any Default or an Event of Default (other than Default, the Trustee shall enforce its remedies with respect to the pledged Senior Notes Collateral in accordance with instructions received from holders of a Payment Default) unless a Responsible Officer majority of the aggregate principal amount at maturity of outstanding Notes or, in the absence of such instructions, in such manner as the Trustee has deems appropriate, in each case as provided herein. All funds received written notice by the Trustee upon any such enforcement shall be distributed by the Trustee in accordance with the provisions hereof. Upon the full and final payment and performance of any event which is in fact such a Default or Event of Default at the Corporate Trust Office all obligations of the Trustee Issuers under this Indenture and such notice reference the Securities and this IndentureNotes, the Senior Notes Collateral shall be released.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (vii) of Section 6.01(f6.1(a) or (g) above with respect to the Company Issuer or the IssuerCompany) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities then Outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Securities Notes to be immediately due and payable by notice in writing to the Issuer Issuer, the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,.” and the same will become immediately due and payable. If an Event of Default specified in clause (vii) of Section 6.01(f6.1(a) or (g) above occurs with respect to the Company or the Issuer occurs and is continuingCompany, then all the unpaid principal of (and premium, if any) and accrued and unpaid interest on all of the outstanding Securities 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 Holder. . (b) At any time after a declaration of acceleration with respect to the Securities Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities Notes may rescind and cancel such declaration and its consequences consequences: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived waived, except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; and (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indentureadvances.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (f) or (g) with respect to the Company or the Issuerabove) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of outstanding Securities may declare the principal of Accreted Value of, premium, if any, and accrued and unpaid interest interest, if any, on all the Securities to be due and payable by notice in writing to the Issuer Issuers and the Trustee specifying the respective Event of Default and that it is a “"notice of acceleration,” ", and (i) the same will shall become immediately due and payablepayable or (ii) if there are any amounts outstanding under the Senior Credit Facility and or the Subsidiary Senior Discount Notes, shall become immediately due and payable upon the first to occur of an acceleration under the Senior Credit Facility or 5 Business Days after receipt by the Company and the representative under the Senior Credit Facility and/or the Trustee in respect of the Subsidiary Senior Discount Notes of a notice of acceleration by the Trustee hereunder. If an Event of Default specified in Section 6.01(fclause (f) or (g) with respect to the Company or the Issuer above occurs and is continuing, then all unpaid principal of Accreted Value of, and premium, if any, and accrued and unpaid interest interest, if any, on all of the outstanding Securities shall ipso facto IPSO FACTO become and be immediately due and payable without any declaration or other act at on the part of the Trustee or any Holder. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount at maturity of the Securities may rescind and cancel such declaration and its consequences (ia) if the rescission would not conflict with any judgment or decree, (iib) if all existing Events of Default have been cured or waived except nonpayment of principal Accreted Value, premium or interest that has become due solely because of the acceleration, (iiic) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principalAccreted Value, which has become due otherwise than by such declaration of acceleration, has been paid, (ivd) if the Issuer has Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (ve) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01the description of Events of Default above, the Trustee shall have received an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice reference the Securities and this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(7) or (g) 8) with respect to the Company or the IssuerCompany) shall occur occurs and be is continuing, the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities by written notice to the Company and the Trustee, may declare the principal of and accrued and but unpaid interest on all the Securities to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such principal and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately interest shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f6.01(7) or (g) 8) with respect to the Company or the Issuer occurs and is continuing, then all unpaid the principal of and accrued and unpaid interest on all of the outstanding 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. At any time after a declaration Any such amount hereby constitutes liquidated damages reasonably agreed by the Company and the Holders in view of acceleration with respect to the Securities as described in the preceding paragraph, the impracticability of determining actual damages. The Holders of a majority in principal amount of the outstanding Securities by written notice to the Trustee and the Company may rescind and cancel such declaration any acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee If the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, as a result of an Event of Default, the amount of principal of, accrued and unpaid interest and premium on the Securities that becomes due and payable shall not be deemed equal (a) 100% of the principal amount of the Securities redeemed, plus (b) a premium equal to have notice the Applicable Premium in effect on the date of such acceleration, determined as if such acceleration were an optional redemption of the Securities accelerated and as if references to “March 31, 2019” in the definitions of “Applicable Premium” and “Treasury Rate” were instead references to “March 31, 2022” (such amount, the “Prepayment Premium”), plus (c) accrued and unpaid interest. Without limiting the generality of the foregoing, it is understood and agreed that, if the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Default or Event of Default (other than including, but not limited to, upon the occurrence of a Payment Defaultvoluntary or involuntary bankruptcy or insolvency event (including the acceleration of claims by operation of law) unless or pursuant to a Responsible Officer plan of reorganization, the Prepayment Premium will also be due and payable as though the Securities were optionally redeemed and shall constitute part of the Trustee has received written notice Obligations under the Securities, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the Company and the Holders as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Company agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Securities (and/or this Indenture) are satisfied or released by foreclosure (whether or not by power of judicial proceeding), deed in lieu of foreclosure or by any event which other means. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium is in fact such a Default or Event reasonable and is the product of Default an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the Corporate Trust Office time payment is made; (C) there has been a course of conduct between Holders and the Trustee Company giving specific consideration in this transaction for such agreement to pay the premium; and such notice reference (D) the Securities and Company shall be estopped hereafter from claiming differently than as agreed to in this Indentureparagraph. The Company expressly acknowledges that its agreement to pay the premium to Holders as herein described is a material inducement to Holders to purchase the Securities.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (vii), (viii) or (gix) with respect to the Company or the Issuerof Section 6.1) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities Notes may declare the principal of of, and accrued and unpaid interest on on, all the Securities Notes to be due and payable by notice in writing to the Issuer Company and (if given by the Trustee Holders) the Trustee, specifying the respective Event Events of Default and that it is a “"notice of acceleration,” " and the same will shall become immediately due and payable. If an Event of Default specified in Section 6.01(fclauses (vii), (viii) or (gix) with respect to the Company or the Issuer of Section 6.1 occurs and is continuing, then all unpaid principal of of, and accrued and unpaid interest on on, all of the outstanding Securities Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (b) At any time after a declaration of acceleration with respect to the Securities Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities then outstanding Notes may rescind and cancel such declaration and its consequences consequences: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; (iv) if the Issuer Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause clauses (fvii), (viii) or (gix) of Section 6.016.1, the Trustee shall have received an Officer’s Certificate of the Issuer officers' certificate and an Opinion opinion of Counsel counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. . (c) The Trustee shall not be deemed to have notice Holders of a majority in principal amount of the then outstanding Notes may waive any existing Default or Event of Default (other than under this Indenture, and its consequences, except a Payment Default) unless a Responsible Officer default in the payment of the principal of or interest on any Notes. (d) Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture and under the TIA. Subject to the provisions of this Indenture relating to the duties of the Trustee, the Trustee has received written notice is under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Holders, unless such Holders have offered to the Trustee reasonable indemnity. Subject to all provisions of this Indenture and such notice reference applicable law, the Securities Holders of a majority in aggregate principal amount of the then outstanding Notes have the right to direct the time, method and this Indentureplace of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Company or Company) occurs and is continuing, upon receipt by the Issuer) shall occur and be continuingTrustee of written direction from the Holders of a majority in principal amount of the Securities, the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of outstanding the Securities by written notice to the Company and the Trustee, may declare the principal of and accrued and but unpaid interest and relevant or applicable premium, Acceleration Premium or redemption price on all the Securities to be due and payable by notice in writing to the Issuer payable. Upon such a declaration, such principal, interest and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same will become immediately applicable premium, Acceleration Premium or redemption price shall be due and payablepayable immediately. If an Event of Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Company or occurs, the Issuer occurs and is continuing, then all unpaid principal of and accrued interest and unpaid interest applicable premium, Acceleration Premium or redemption price on all of the outstanding 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. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the The Holders of a majority in principal amount of the Securities by written notice to the Trustee ▇▇▇▇-▇▇▇▇-▇▇▇▇ and the Company may rescind and cancel such declaration an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have notice of any Default or . (b) Notwithstanding the foregoing, if an Event of Default (other than a Payment Defaultunder Section 6.01(5) unless a Responsible Officer of the Trustee has received written notice of any event which occurred and is in fact continuing, such a Default or Event of Default and any consequential acceleration (to the extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default under Section 6.01(5) has been repaid or (ii) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured, and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration with respect thereto, and (iii) any other existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured and waived. (i) If the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or (7) with respect to the Company (including the acceleration of claims by operation of law) occurring on or after May 15, 2023, the amount of the principal and premium due on the Securities shall equal the redemption price applicable to an optional redemption of the Securities as set forth in Section 3.08 in effect on the date of such acceleration as if such acceleration were an optional redemption of the Securities accelerated (the “Redemption Price Premium”), and the Redemption Price Premium (including principal) and all accrued and unpaid interest will be immediately due and payable as though the Securities were optionally redeemed. (ii) If the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or (7) with respect to the Company (including the acceleration of claims by operation of law) in the case of an Event of Default occurring prior to May 15, 2023, the amount of principal of, accrued and unpaid interest and premium on the Securities that becomes due and payable shall equal 100% of the principal amount of the Securities plus the Acceleration Premium plus accrued and unpaid interest, if any. (iii) In any such case of clauses (i) or (ii) above, the Redemption Price Premium or the Acceleration Premium, as applicable, shall constitute part of the Notes Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement the Company and the Guarantors on the one hand and the Holders on the other hand as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any Redemption Price Premium or Acceleration Premium, as applicable, payable pursuant to the above shall be presumed to be the liquidated damages sustained by each Holder as the result of the acceleration, and each of the Company and the Guarantors agrees that it is reasonable under the circumstances. The Redemption Price Premium or the Acceleration Premium, as applicable, shall also be payable in the event the Securities (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. EACH OF THE COMPANY AND THE GUARANTORS EXPRESSLY WAIVES (TO THE FULLEST EXTENT ▇▇▇▇-▇▇▇▇-▇▇▇▇ IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUMS IN CONNECTION WITH ANY SUCH ACCELERATION, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENT. Each of the Company and the Guarantors expressly agrees (to the fullest extent it may lawfully do so) that: (A) each of the Redemption Price Premium and the Acceleration Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Redemption Price Premium or the Acceleration Premium, as applicable shall be payable notwithstanding the then prevailing market rates at the Corporate Trust Office time payment is made; (C) there has been a course of conduct between Holders, the Company and the Guarantors giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium or the Acceleration Premium, as applicable; and (D) the Company and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Each of the Trustee Company and such notice reference the Securities and this IndentureGuarantors expressly acknowledges that its agreement to pay the Redemption Price Premium or the Acceleration Premium, as applicable, to the Holders as herein described is a material inducement to Holders to purchase the Securities.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (vii) or (gof ‎Section 6.1(a) above with respect to the Company or the Issuer) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities then Outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Securities Notes to be immediately due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,.” and the same will become immediately due and payable. If an Event of Default specified in Section 6.01(fclause (vii) or (gof ‎Section 6.1(a) above occurs with respect to the Company or the Issuer occurs and is continuingIssuer, then all the unpaid principal of (and premium, if any) and accrued and unpaid interest on all of the outstanding Securities 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 Holder. . (b) At any time after a declaration of acceleration with respect to the Securities Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities Notes may rescind and cancel such declaration and its consequences consequences: (i) if the rescission would not conflict with any judgment or decree, ; (ii) if all existing Events of Default have been cured or waived waived, except nonpayment of principal or interest that has become due solely because of the acceleration, ; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, ; and (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and advances. (vc) in the event of the cure or waiver of an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall is not to be deemed to have notice charged with knowledge of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice or knowledge of any event which is in fact such a cure of any Default or Event of Default at the Corporate Trust Office unless written notice of such Default or Event of Default has been given to an authorized officer of the Trustee and such notice reference with direct responsibility for the Securities and administration of this IndentureIndenture by the Issuer or any Holder.