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 Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an 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) occurs with respect to the Securities shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by notice to the Issuer, Securities may declare the principal of, premium, if any, of and accrued but and unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written payable by notice in writing to the Issuer and the Representatives under Trustee specifying the Credit Agreements respective Event of Default and (ii) that it is a “notice of acceleration,” and the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be same will become immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer occursoccurs and is continuing, the then all unpaid principal of, premium, if any, 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 HoldersHolder. The 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 by notice 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 may rescind any such acceleration its reasonable compensation and reimbursed the Trustee for its consequences. In reasonable expenses, disbursements and advances and (v) in the event of any the cure or waiver of an Event of Default specified of the type described in clause (f) or (g) of Section 6.01(e)6.01, 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, if within 20 days after such Event shall have received an Officer’s Certificate of Default arose the Issuer delivers and an Officers’ Certificate to the Trustee stating Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have rescinded notice of any Default or waived the acceleration, notice or action (as the case may be) giving rise to such 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 (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 at the Corporate Trust Office of the principal amount of Trustee and such notice reference the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsand 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 Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, Notes by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the 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 Holders. The Holders of a majority in principal amount of the outstanding Securities Notes by notice to the Trustee may rescind any such an acceleration and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(e6.01(d), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the HoldersHolders of the Notes, if within 20 30 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (h) or (gi) of Section 6.01 hereof with respect to the IssuerCompany) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities, by notice to the Issuer, Notes may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written payable immediately by notice in writing to the Issuer Company and the Representatives under Trustee (if given by the Credit Agreements Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration“Acceleration Notice”), such principal and interest the same shall be become immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(fclauses (h) or (gi) with respect to the Issuer occursof Section 6.01 hereof occurs and is continuing, the then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the Securities outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the outstanding Securities by notice Notes may rescind and cancel such declaration with respect to the Trustee may rescind any such acceleration Notes and its consequences. In consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of any the cure or waiver of an Event of Default specified of the type described in clauses (h) or (i) of Section 6.01(e)6.01 hereof, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers shall have received an Officers’ Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) clauses (8) or (g9)) with respect to the Issuer) under Section 6.01 occurs with respect to the Securities and 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, by notice to the Issuer, Securities may declare the unpaid principal ofof and premium, if any, or the Net Proceeds Offer purchase price if the Event of Default includes failure to pay the Net Proceeds Offer purchase price, and accrued and unpaid interest on, all the Securities then outstanding to be due and payable, by a notice in writing to the Company (and to the Trustee, if given by Holders), and upon any such declaration such principal, premium, if any, and accrued but and unpaid interest on all shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelycontrary. If an Event of Default specified in Section 6.01(f) clauses 8 or (g) with respect to the Issuer 9 above occurs, the all unpaid principal of, and premium, if any, and accrued and unpaid interest on all on, the Securities shall then outstanding will become and be immediately due and payable payable, without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the outstanding Securities, by written notice to the Company, the Subsidiary Guarantors and the Trustee, may rescind and annul a declaration of acceleration and its consequences if (1) the Company or 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 as described above be annulledthat have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in the Securities, waived (C) to the extent that payment of such interest is lawful, interest on the defaulted interest at the rate or rescinded upon rates prescribed therefor in the happening 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 eventsdeclaration of acceleration, have been cured or waived as provided in this Indenture; and (3) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. No such rescission will affect any subsequent Event of Default or impair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) clauses (8) or (g9)) with respect to the Issuer) under Section 6.01 occurs with respect to the Securities and 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, by notice to the Issuer, Securities may declare the unpaid principal ofof 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, all the Securities then outstanding to be due and payable, by a notice in writing to the Company (and to the Trustee, if given by Holders), and upon any such declaration such principal, premium, if any, and accrued but and unpaid interest on all shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelycontrary. If an Event of Default specified in Section 6.01(f) clauses 8 or (g) with respect to the Issuer 9 above occurs, the all unpaid principal of, and premium, if any, and accrued and unpaid interest on all on, the Securities shall then outstanding will become and be immediately due and payable payable, without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the outstanding Securities, by written notice to the Company, the Subsidiary Guarantors and the Trustee, may rescind and annul a declaration of acceleration and its consequences if (1) the Company or 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 as described above be annulledthat have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in the Securities, waived (C) to the extent that payment of such interest is lawful, interest on the defaulted interest at the rate or rescinded upon rates prescribed therefor in the happening 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 eventsdeclaration of acceleration, have been cured or waived as provided in this Indenture; and (3) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. No such rescission will affect any subsequent Event of Default or impair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to either of the IssuerIssuers or a Significant Subsidiary) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by notice to the Issuer, Issuers and a copy to the Trustee may declare that the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to either of the Issuer Issuers or a Significant Subsidiary occurs, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities Securities, by notice to the Trustee Trustee, may rescind any such an acceleration and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the HoldersHolders of the Securities, if within 20 days after such Event of Default arose the Issuer Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(e) or 6.01(f) or (g) hereof with respect to the Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders holders of at least 2530% in principal amount of the outstanding Securities, Notes by notice to the Issuer, Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i1) five (5) Business Days after the giving of written notice to the Issuer and the Representatives Representative under the Credit Agreements Agreement and (ii2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. The Holders Under certain circumstances, the holders of a majority in principal amount of the outstanding Securities by notice to the Trustee Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e)6.01(d) above, 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 Holdersholders of the Notes, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities 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) or (g) hereof with respect to the IssuerHoldings) occurs with respect to the Securities Notes and is continuing, the Trustee or the Holders holders of at least 2530% in principal amount of outstanding Notes (with a copy to the outstanding Securities, Trustee) by notice to the Issuer, Issuers may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer Holdings occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. The Holders Under certain circumstances, the holders of a majority in principal amount of the outstanding Securities by notice to the Trustee Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holdersholders of the Notes, if within 20 days after such Event of Default arose the Issuer Holdings delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities 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(fclause (g) or (gh) with respect to the Issuer) of Section 6.01 that occurs with respect to the Securities Company) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding SecuritiesNotes then Outstanding, by written notice to the IssuerCompany (and to the Trustee if such notice is given by the Holders), may may, and the Trustee at the request of such Holders shall, declare the principal of, premiumand accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, if anysuch principal, and accrued but unpaid interest on all the Securities to shall be immediately due and payable; provided. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, however, that so long as any Bank Indebtedness remains outstanding, no such declaration of acceleration shall be effective until automatically rescinded and annulled if the earlier event of default triggering such Event of Default pursuant to clause (ie) five (5) Business Days shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the giving declaration of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelyacceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 occurs with respect to the Issuer occursCompany, the principal of, premium, if any, and accrued interest on all the Securities Notes then Outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of at least a majority in principal amount of the outstanding Securities Outstanding Notes by written notice to the Trustee Company and to the Trustee, may waive all past defaults and rescind any such and annul a declaration of acceleration and its consequences. In consequences if (i) all existing Events of Default, other than the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration nonpayment of the principal amount of, Redemption Price, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (ii) the Securities as described above be annulled, waived rescission would not conflict with any judgment or rescinded upon the happening decree of any such eventsa court of competent jurisdiction.

Acceleration. If an Event of Default with respect to Securities of any series at the time outstanding (other than an Event of Default specified in Section 6.01(fclause (5) or (g6) with respect to the Issuerof Section 6.01 hereof) occurs with respect to the Securities and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Securities, Securities of that series by notice to the IssuerCompany and the Trustee, may declare the principal of, premiumof (or, if anyany such Securities are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) and accrued but and unpaid interest on all the then outstanding Securities of such series to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon any such a declaration, the amounts due and payable on such principal and interest Securities shall be due and payable immediately. If an Event of Default specified in Section 6.01(fclause (5) or (g6) with respect to the Issuer of Section 6.01 hereof occurs, the principal of, premium, if any, and interest on all the Securities such amounts shall ipso facto become and be immediately due and payable without any declaration declaration, notice or other act on the part of the Trustee or any HoldersHolder. The At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the then outstanding Securities of that series by written notice to the Trustee may rescind any such an acceleration and its consequences. In consequences (other than nonpayment of principal of or premium or interest on or Additional Amounts with respect to the event of Securities) if the rescission would not conflict with any Event judgment or decree and if all existing Events of Default specified in Section 6.01(e)with respect to Securities of that series have been cured or waived, such Event except nonpayment of Default and all consequences thereof (excludingprincipal, howeverpremium, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee interest or the Holders, if within 20 days after such Event Additional Amounts that has become due solely because of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by notice to the Issuer, Issuer or the holders of at least 30% in aggregate principal amount of outstanding Notes by notice to the Issuer (with a copy to the Trustee) may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. The Holders Under certain circumstances, the holders of a majority in principal amount of the outstanding Securities by notice to the Trustee Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holdersholders of the Notes, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities 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(fclause (f) or (g) with respect to the Issuer) of Section 6.01 that occurs with respect to the Securities Company or any Subsidiary Guarantor) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding SecuritiesNotes then outstanding, by written notice to the IssuerCompany (and to the Trustee if such notice is given by the Holders), may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be immediately due and payable; provided. Upon a declaration of acceleration, howeversuch principal of, that so long as any Bank Indebtedness remains outstandingpremium, no if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (d) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be effective until automatically rescinded and annulled if the earlier event of default triggering such Event of Default pursuant to clause (id) five (5) Business Days of Section 6.01 shall be remedied or cured by the Company, the relevant Subsidiary Guarantor or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the giving declaration of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelyacceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (f) or (g) of Section 6.01 occurs with respect to the Issuer occursCompany or any Subsidiary Guarantor, the principal of, premium, if any, and accrued interest on all the Securities Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Any time after such declaration of acceleration, but before a judgment or decree for the payment of money due has been obtained by the Trustee, the Holders of at least a majority in principal amount of the outstanding Securities Notes by written notice to the Trustee Company and to the Trustee, may waive all past defaults with respect to the Notes and rescind any such and annul a declaration of acceleration and its consequences. In consequences if (a) the event of any Event of Default specified in Section 6.01(e), such Event of Default and Company has paid or deposited with the Trustee a sum sufficient to pay (i) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or hereunder and the Holdersreasonable compensation, expenses and disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes, (iii) the principal of and premium, if within 20 days after any, on any Notes that have become due otherwise than by such Event declaration or occurrence of Default arose acceleration and interest thereon at the Issuer delivers an Officers’ Certificate rate prescribed therefor by such Notes, and (iv) to the Trustee stating extent that (x) the Indebtedness or guarantee that is the basis payment for such Event interest is lawful, interest upon overdue interest, if any, at the rate prescribed therefor by such Notes, (b) all existing Events of Default has been discharged or (y) Default, other than the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration nonpayment of the principal amount of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (c) the Securities as described above be annulled, waived rescission would not conflict with any judgment or rescinded upon the happening decree of any such eventsa court of competent jurisdiction.

Acceleration. If an Event 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 Issuer) Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Securities, by notice to the Issuer, Notes may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes become and be immediately due and payable without at any declaration or other act on time prior to maturity, the part amount that shall become due and payable shall be the Aggregate Accreted Principal Amount of the Trustee or any Holderssuch Notes. The Holders of a majority in aggregate principal amount of the then outstanding Securities Notes by written notice to the Trustee may may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any such acceleration and its consequences. In the event of any Event of existing Default specified in Section 6.01(e), such or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all consequences thereof existing Events of Default (excludingexcept nonpayment of principal or Aggregate Accreted Principal Amount, however, interest or premium that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee continuing Default or the Holders, if within 20 days after such Event of Default arose under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the Issuer delivers 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 Officers’ Certificate Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee stating that (x) the Indebtedness reasonable indemnity or guarantee that is the basis for such security against any loss, liability or expense. If an Event of Default has been discharged occurs on or (y) the holders thereof have rescinded or waived the accelerationprior to November 15, notice or 2010 by reason of any willful action (as or inaction) taken (or not taken) by or on behalf of the case may be) giving rise Company or the Guarantors with the intention of avoiding the prohibition on redemption of the Notes prior to such November 15, 2010 or the requirement to pay the Designated Event of Default or (z) the default that is the basis for such Event of Default has been curedMake-Whole Amount, it being understood that in no event shall an then, upon acceleration of the principal Notes, any additional premium shall also become due and immediately payable, to the extent permitted by law, in an amount of equal to the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsDesignated Event Make-Whole Amount.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(fclause (7) or (g) 8) of Section 6.01 hereof, with respect to the Issuer) , any Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Securities, by notice to the Issuer, Notes may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occursUpon any such declaration, the principal of, premium, if any, and interest on all the Securities Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Securities Notes by written notice to the Trustee may may, on behalf of all of the Holders, rescind any such an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or that has become due solely because of the acceleration) have been cured or waived. In the event of any Event of Default specified in clause (5) of Section 6.01(e)6.01, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall will be annulled, waived and rescinded, automatically and without any action by the Trustee or the HoldersHolders of the Notes, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee Guarantee that is the basis for such Event of Default has been discharged or (y) the holders Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of any Default (other than an Event of Default specified described in Section 6.01(f) 7.6 or (g) with respect to the Issuer) 7.7 occurs with respect to the Securities and is continuinga Borrower, the Trustee obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower (and, if such Borrower is the Borrowing Subsidiary, to the Company) shall automatically terminate and the Obligations of such Borrower (and, if such Borrower is the Borrowing Subsidiary, of the Company) shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower, the Required Lenders (or the Holders of Agent at least 25% in principal amount the direction of the outstanding SecuritiesRequired Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, by notice to the Issuer, may or declare the principal ofObligations of such Borrower (and, premiumin the case of a Default with respect to a Borrowing Subsidiary, if any, and accrued but unpaid interest on all of the Securities Company) to be due and payable; provided, howeveror both, that so long as any Bank Indebtedness remains outstandingwhereupon the Obligations of such Borrower (and, no such acceleration shall be effective until in the earlier case of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occursBorrowing Subsidiary, of the principal of, premium, if any, and interest on all the Securities Company) shall become and be immediately due and payable payable, without presentment, demand, protest or notice of any declaration or other act on the part kind, all of which such Borrower hereby expressly waives. If, after acceleration of the Trustee or any Holders. The Holders of a majority in principal amount maturity of the outstanding Securities Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to the Trustee may such Borrower, rescind any and annul such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsand/or termination.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the IssuerCompany specified in clauses (g) or (h) of Section 7.01) occurs with respect to the Securities and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securitiesmay, by notice to the IssuerCompany and the Trustee, may declare the all unpaid principal of, premiumplus interest (including Additional Interest, if any) accrued and unpaid through the date of such declaration on, and accrued but unpaid interest on all the Securities then outstanding to be due and payable; providedpayable upon any such declaration, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements same shall thereupon become and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer Company specified in clause (g) or (h) of Section 7.01 occurs, the all unpaid principal of, premiumplus interest (including Additional Interest, if any) accrued and unpaid through the date of such default on, and interest on all the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Securities or the Holders originally causing the acceleration by notice to the Trustee may rescind any such an acceleration of Securities and its consequences. In consequences before a judgment or decree for the event payment of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action money has been obtained by the Trustee if (a) the rescission would not conflict with any existing order or decree, (b) all existing Events of Default, other than the Holdersnonpayment of the principal of, plus accrued and unpaid interest (including Additional Interest, if within 20 days after any) on, the Securities that has become due solely by such Event declaration of Default arose the Issuer delivers an Officers’ Certificate acceleration, have been cured or waived and (c) all payments due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for and any predecessor Trustee under Section 8.06 have been made. No 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 rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified as described in Section 6.01(fclauses (d) or (ge) with respect to the Issuer) occurs of Section 6.01 with respect to the Securities of any series then outstanding occurs and is continuing, then, either the Trustee or the Holders of at least 25% in principal the Principal amount (or, if the Securities are Original Issue Discount Securities, such portion of the Principal as may be specified in the terms thereof established pursuant to Section 2.03) of the then outstanding Securities, by notice to the Issuer, Securities of such series may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, each Security of that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be series due and payable immediatelyimmediately without further action or notice. If an Event of Default specified as described in Section 6.01(fclauses (d) or (ge) of Section 6.01 occurs with respect to the Issuer occursCompany, the principal of, premium, if any, and interest on all the Securities shall of such series will immediately become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersthe Holders of the Securities of such series. The Holders of a majority in principal Principal amount of the outstanding Securities by notice to the Trustee of such series may rescind any such acceleration and its consequences. In the event of any consequences (other than with respect to an Event of Default specified as described in clauses (d) or (e) of Section 6.01(e)6.01) if (1) the rescission would not conflict with any judgment or decree, (2) the Company has paid or deposited with the Trustee a sum sufficient to pay in the currency in which the Securities of that series are payable (A) all overdue interest, if any, on all outstanding Securities of that series, (B) all unpaid Principal of and premium, if any, on any outstanding Securities of that series which have become due otherwise than by such Event a declaration of acceleration, and interest on such unpaid Principal or premium at the rate or rates prescribed therefor in such Securities or, if no such rate or rates are so prescribed, at the rate borne by the Securities during the period of such default, and (C) to the extent that payment of such interest is enforceable under applicable law, interest upon overdue interest to that date of such payment or deposit at the rate or rates prescribed therefor in such Securities, or, if no such rate or rates are so prescribed, at the rate borne by the Securities during the period of such default and (3) all existing Events of Default and all consequences thereof (excludingother than for nonpayment of Principal, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holderspremium, if within 20 days after such Event any, or interest that has become due solely because of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice ) have been cured or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventswaived.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) of Section 6.01 hereof with respect to any of the IssuerIssuers or any Guarantor) occurs with respect to the Securities and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 2525.0% in principal amount of the then total outstanding SecuritiesNotes may, by written notice to the IssuerIssuers, may declare all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes of the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clauses (6) or (7) above, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Issuers redeemed the Notes at their option at such time pursuant to Section 3.07 hereof, which, for the avoidance of doubt, shall be 100% of the principal ofamount of Notes at such time plus the Applicable Premium (calculated as though such date were the Redemption Date), and accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, and accrued but unpaid interest on or interest, if it determines that withholding notice is in the Holders’ interest. The Trustee shall have no obligation to accelerate the Notes if, in the best judgment of the Trustee, acceleration is not in the best interests of the Holders. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01 hereof with respect to any of the Issuers or any of the Guarantors, all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest outstanding Notes shall be due and payable immediately. If an Event immediately without further action or notice, and Holders of Default specified the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes of the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in Section 6.01(fclauses (6) or (g7) with respect above, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the Issuer occurspayment of all amounts that would have been due upon redemption of the Notes if the Issuers redeemed the Notes at their option at such time pursuant to Section 3.07 hereof, which, for the avoidance of doubt, shall be 100% of the principal ofamount of Notes at such time plus the Applicable Premium (calculated as though such date were the Redemption Date), premiumand accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest on all from such date to the Securities shall become and be immediately due and payable without any declaration or other act on the part date of the Trustee or any Holderspayment. The Holders of a majority in aggregate principal amount of the then outstanding Securities Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes rescind any such acceleration with respect to the Notes and its consequences. In consequences if such rescission would not conflict with any judgment of a court of competent jurisdiction and if all existing Events of Default (except a continuing Default in the event payment of interest on, premium, if any, or the principal of any Event Note held by a non-consenting Holder that has become due solely because of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice ) have been cured or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventswaived.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer) occurs and is continuing under this Indenture with respect to the Securities of any series, then in each and is continuingevery such case, unless the principal of all of the Securities of such series shall have already become due and payable, the Trustee for the Securities of such series or the Holders of at least 25% in principal amount of the outstanding SecuritiesSecurities of such series then outstanding, by written notice to the IssuerCompany (and to the Trustee if such notice is given by the Holders), may may, and the Trustee at the request of such Holders shall, declare the entire principal of, premiumof (or, if anythe Securities of such affected series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Securities of such series) and accrued but and unpaid interest on all of the Securities of such series to be immediately due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no provision of this Indenture or the Securities of such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice series to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is acceleratedcontrary notwithstanding. Upon such a declarationdeclaration of acceleration, such principal and accrued and unpaid interest shall be immediately due and payable immediatelypayable. If In the event of a declaration of acceleration because an Event of Default specified set forth in clause (c) of Section 6.01(f6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (c) shall be remedied or (g) cured by the Company or waived by the Holders within 60 days after the declaration of acceleration with respect to thereto. At any time after such declaration of acceleration, but before a judgment or decree for the Issuer occurspayment of the money due has been obtained by the Trustee for the Securities of such series, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of at least a majority in principal amount of the outstanding Securities of the affected series by written notice to the Trustee Company and to the Trustee, may waive all past Defaults and rescind any such and annul a declaration of acceleration and its consequences. In consequences if (a) the event of any Event of Default specified in Section 6.01(e), such Event of Default and Company has paid or deposited with the Trustee a sum sufficient to pay (i) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Securities of such series, and (iii) the principal of any and all of the Securities of such series that have become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the Holdersrate prescribed therefor by such Securities, (b) all existing Events of Default, other than the non-payment of the principal of and accrued and unpaid interest on the Securities of such series that have become due solely by such declaration of acceleration, have been cured or waived and (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. For all purposes under this Indenture, if within 20 days a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for declaration, unless such Event of Default declaration has been discharged or (y) the holders thereof have rescinded or waived the accelerationand annulled, 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 such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the Securities principal thereof as described above shall be annulleddue and payable as a result of such acceleration, waived or rescinded upon and payment of such portion of the happening principal thereof as shall be due and payable as a result of any such eventsacceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (8) of Section 6.01(f) or (g) 6.1 with respect to the Issuer) occurs with respect to the Securities and is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, by notice to the Issuer, Notes may declare the principal of, premium, if any, of the Notes and any accrued but unpaid interest on all the Securities Notes to be due and payablepayable immediately by a notice in writing to the Issuer (and to the Trustee if given by Holders); provided, however, that so long as any Bank Indebtedness remains outstandingafter such acceleration, no but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be effective until automatically rescinded and annulled if the earlier event of default or payment default triggering such Event of Default pursuant to clause (i6) five (5) of Section 6.1 shall be remedied or cured by the Issuer or a Restricted Subsidiary or waived by the holders of the relevant Debt within 20 Business Days after the giving declaration of written notice to acceleration with respect thereto and if the Issuer rescission and annulment of the Representatives under acceleration of the Credit Agreements and (ii) Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the day Trustee for the payment of amounts due on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelythe Notes. If an Event of Default specified in clause (8) of Section 6.01(f) or (g) 6.1 occurs with respect to the Issuer occursIssuer, the principal of, premium, if any, of and any accrued interest on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Trustee may withhold from Holders notice of a majority any Default (except Default in payment of principal amount of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the outstanding Securities by notice Holders to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsdo so.

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 IssuerCompany) occurs with respect to the Securities and is continuing, the Trustee by notice to the Company or the Holders holders of at least 25% in principal amount of the outstanding Securities, Notes by notice to the IssuerCompany, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer Company occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. The Holders holders of a majority in principal amount of the outstanding Securities Notes by notice to the Trustee may rescind any such acceleration with respect to the Notes and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent or other Default or impair any consequent right. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holdersholders of the Notes, if within 20 30 days after such Event of Default arose the Issuer Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an any Event of Default (with respect to the Debentures of any series other than an Event of Default specified in Section 6.01(funder clause (3) or (g4) with respect to the Issuer) of Section 6.01 hereof occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Debentures of that series then outstanding Securities, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on of all the Securities to be Debentures of that series due and payable; provided, howeverprovided that in the case of a series of Debentures then held by a Trust, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier if upon an Event of (i) five (5) Business Days after the giving of written notice Default with respect to the Issuer Debentures of that series the Trustee has, or the Holders of at least 25% in aggregate principal amount of the Debentures of that series have, failed to declare the principal of the Debentures of that series to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the outstanding Preferred Securities of that Trust shall have such right by a notice in writing to the Company and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelyTrustee. If an Event of Default specified in Section 6.01(fclause (3) or (g4) with respect to the Issuer of Section 6.01 hereof occurs, the principal of, premium, if any, of and interest on all the Securities Debentures shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersDebentureholders. Upon such an acceleration, such principal, together with all interest accrued thereon, shall be due and payable immediately. The Holders of at least a majority in aggregate principal amount of the outstanding Securities Debentures of that series at the time outstanding, in each case, by notice to the Trustee Trustee, may rescind any such an acceleration and its consequences. In consequences if the event of rescission would not conflict with any Event judgment or decree and if all existing Events of Default specified in Section 6.01(e)with respect to such series of Debentures have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration, such Event provided that if the principal of Default a series of Debentures has been declared due and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action payable by the Trustee or holders of the HoldersPreferred Series of a Trust, if within 20 days after such Event no rescission of Default arose the Issuer delivers an Officers’ Certificate acceleration will be effective unless consented to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) by 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 at least a majority in no event shall an acceleration of the principal aggregate liquidation amount of the Preferred Securities as described above be annulled, waived of that Trust. No such rescission shall affect any subsequent Default or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (f) or (g) with respect to the Issuer) of Section 6.01 that occurs with respect to the Securities Company) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities, then outstanding, by written notice to the IssuerCompany (and to the Trustee if such notice is given by the Holders), may may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be immediately due and payable; provided. Upon a declaration of acceleration, howeversuch principal of (which shall be deemed to equal the then applicable Claimed Amount), that so long as any Bank Indebtedness remains outstandingpremium, no if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (d) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be effective until automatically rescinded and annulled if the earlier event of default triggering such Event of Default pursuant to clause (id) five (5) Business Days of Section 6.01 shall be remedied or cured by the Company, the Guarantor or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto, and no other Defaults under this Indenture have occurred and are continuing after giving of written notice pro forma effect to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declarationremedy, such principal and interest shall be due and payable immediatelycure or waiver. If an Event of Default specified in Section 6.01(fclause (f) or (g) of Section 6.01 occurs with respect to the Issuer occursCompany, the principal (which shall be deemed to equal the then applicable Claimed Amount) of, premium, if any, and accrued interest on all the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The At any time after such declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in principal amount of the outstanding Securities Securities, by written notice to the Trustee Company and to the Trustee, may waive all past Defaults and rescind any such and annul a declaration of acceleration and its consequences. In consequences if (a) the event of any Event of Default specified in Section 6.01(e), such Event of Default and Company has paid or deposited with the Trustee a sum sufficient to pay (i) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or hereunder and the Holdersreasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Securities, (iii) the principal (which shall be deemed to equal the then applicable Claimed Amount) of and premium, if within 20 days after any, on any Securities that have become due otherwise than by such Event declaration or occurrence of Default arose acceleration and interest thereon at the Issuer delivers an Officers’ Certificate rate prescribed therefor by such Securities, and (iv) to the Trustee stating extent that payment of such interest is lawful, interest upon overdue interest, if any, at the rate prescribed therefor by such Securities, (xb) all existing Events of Default, other than 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 non-payment of the principal amount of (which shall be deemed to equal the then applicable Claimed Amount) of, premium, if any, and accrued interest on the Securities that have become due solely by such declaration of acceleration have been cured or waived as described above be annulled, waived provided in Section 6.04 and (c) the rescission would not conflict with any judgment or rescinded upon the happening decree of any such eventsa court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the IssuerMPM) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding SecuritiesNotes, by notice to the Issuer, Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer MPM occurs, the principal of, premium, if any, and interest on all the 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 Holders. The Holders of a majority in principal amount of the outstanding Securities Notes by notice to the Trustee may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the HoldersHolders of the Notes, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default 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 Notes as described above be annulled, waived or rescinded upon the happening of any such events.

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) with respect to the Issuerof Section 6.01) occurs with respect to the Securities and 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, by notice to the Issuer, Securities may declare the principal ofof all the Securities, together with all accrued and unpaid interest and premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; providedpayable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until and the earlier of same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Senior Credit Facilities, will become due and payable upon the first to occur of an acceleration under the Senior Credit Facilities or five (5) Business Days after receipt by the giving of written notice to the Issuer Company and the Representatives agent under the Senior Credit Agreements and Facilities of such Acceleration Notice (ii) the day on which any Bank Indebtedness is accelerated. Upon unless all Events of Default specified in such a declaration, such principal and interest shall be due and payable immediatelyAcceleration Notice have been cured or waived). If an Event of Default specified in Section 6.01(fclause (f) or (g) with respect to the Issuer of Section 6.01 occurs, the all unpaid principal of, premium, if any, of and accrued interest on all 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 HoldersHolder. At any time after such declaration with respect to the Securities, the Holders of a majority in principal amount of Securities then outstanding (by notice to the Trustee) may rescind and cancel such declaration and its consequences if (i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Defaults and Events of Default have been cured or waived except nonpayment of principal of or interest on the Securities that has become due solely by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Securities) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of a Default or Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee has received an Officers' Certificate and Opinion of Counsel that such Default or Event of Default has been cured or waived. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind waive any such acceleration existing Default or Event of Default under this Indenture, and its consequences. In , except a default in the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of interest on any Securities. No such eventsrescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(7) or (g) 8) with respect to the Issuer) occurs with respect and is continuing the Trustee by written notice to the Securities and is continuingIssuer, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives Trustee, may, and the Trustee at the request of such Holders in accordance with this Indenture shall, declare all amounts owing under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall Securities to be due and payable immediately. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Securities shall immediately become due and payable. If an Event of Default specified in Section 6.01(f6.01(7) or (g) 8) with respect to the Issuer occurs, all outstanding Securities shall become due and payable without any further action or notice. In the principal ofevent of a declaration of acceleration of the Securities because an Event of Default specified in Section 6.01(5) has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the Issuer or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium, if any, and or interest on all the Securities shall become and be immediately that became due and payable without any declaration or other act on the part solely because of the Trustee acceleration of the Securities, have been cured or any Holderswaived. The Holders of a majority in principal amount of the outstanding Securities by notice may waive all past or existing defaults (except with respect to the Trustee may nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Securities and its consequences. In consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the event nonpayment of any Event of Default specified in Section 6.01(e)the principal, 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 Holderspremium, if within 20 days after any, and interest on the Securities that have become due solely by such Event declaration of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice have been cured or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventswaived.

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 IssuerCompany) occurs with respect to the Securities and is continuing, the Trustee by written notice to the Company or the Holders of at least 25% in principal amount of the outstanding Securities, Securities by written notice to the IssuerCompany and the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(g) or (gh) with respect to the Issuer Company occurs, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such an acceleration and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(e6.01(f), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the HoldersHolders of the Securities, if within 20 days after such Event of Default arose the Issuer Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, Notes by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the 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 Holders. The Holders of a majority in principal amount of the outstanding Securities Notes by notice to the Trustee may rescind any such an acceleration and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(e6.01(d), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the HoldersHolders of the Notes, if within 20 30 days after such Event of Default arose the Issuer delivers an Officers’ ' Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities 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(fclause (7) or (g) of SECTION 6.1 with respect to the IssuerCompany) occurs with respect to the Securities and is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, by notice to the Issuer, Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default (other than the nonpayment of accelerated principal of, premium, if any, and accrued but unpaid or interest on all the Securities to be due and payable; provided, however, that so long Notes) have been cured or waived as any Bank Indebtedness remains outstanding, no such provided in this Indenture. In the event of a declaration of acceleration shall be effective until of the earlier Notes solely because an Event of (i) five Default described in clause (5) of SECTION 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5) of SECTION 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the giving declaration of written notice to acceleration with respect thereto and if the Issuer rescission and annulment of the Representatives under acceleration of the Credit Agreements and (ii) Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the day Trustee for the payment of amounts due on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelythe Notes. If an Event of Default specified in Section 6.01(fclause (7) or (g) of SECTION 6.1 occurs with respect to the Issuer occursCompany, the principal of, premium, if any, of and any accrued interest on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the best interests of the Holders. The No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee, and provided indemnity reasonably satisfactory to the Trustee, to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Securities by notice Notes a direction inconsistent with such request and shall have failed to the Trustee may rescind any institute such acceleration and its consequencesproceeding within 60 days. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excludingSuch limitations do not apply, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action to a suit instituted by the Trustee or the Holders, if within 20 days after such Event a Holder of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action a Note directly (as opposed to through the case may beTrustee) giving rise to such Event for enforcement 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 payment of the principal amount of (and premium, if any) or interest on such Note on or after the Securities as described above be annulled, waived or rescinded upon the happening of any respective due dates expressed in such eventsNote.

Acceleration. If an Event of Default relating to any series of Securities (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) with respect to the Issuerof Section 6.01) occurs with respect to the Securities and is continuing, the Trustee with respect to such series by notice to the Company (and if Senior Bank Debt (as defined in any indenture supplemental hereto) is outstanding, to the representative of the Senior Bank Debt as specified in such supplemental indenture), or the Holders of at least 25% in principal amount Principal Amount of the then outstanding Securities, Securities of such series by notice to the IssuerCompany (and to such Trustee if given by the Holders of such series of Securities), may declare the principal ofunpaid Principal (or, premiumin the case of Original Issue Discount Securities, if any, such lesser amount as may be provided for in such Securities) of and any accrued but unpaid interest on all the Securities of such series to be due and payable. Upon such declaration, the Principal of and interest on such series shall be due and payable immediately; provided, however, that so -------- ------- long as any Bank Indebtedness remains outstandingSenior Credit Agreement (as defined in any indenture supplemental hereto) shall be in force and effect, no such if an Event of Default with respect to any series of Securities shall have occurred and be continuing (other than an Event of Default pursuant to clause (6) or (7) of Section 6.01 with respect to the Company or any Material Subsidiary), any acceleration pursuant to this Section 6.02 shall not be effective until the earlier of (ia) five (5) three Business Days after the giving following a notice of written notice acceleration given to the Issuer and representative of the Representatives Senior Bank Debt (which notice shall be given only after an Event of Default has occurred) unless such Event of Default is theretofore cured or (b) the acceleration of any Indebtedness under the Senior Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelyAgreement. If an Event of Default specified in Section 6.01(fclause (6) or (g7) of Section 6.01 occurs with respect to the Issuer occursany series of Securities, the principal of, premium, if any, and interest on all the Securities such an 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 HoldersHolder of such series. The Holders of a majority in principal amount Principal Amount of the any series of then outstanding Securities by notice to the Trustee with respect to such series may rescind any an acceleration with respect to such acceleration series and its consequences. In consequences if the event of rescission would not conflict with any Event judgment or decree and if all existing Events of Default specified in Section 6.01(e)with respect to such series have been cured or waived, except non-payment of Principal of or interest on such Event series that has become due solely because 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, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (5) or (g6) of Section 6.01 hereof with respect to the IssuerCompany) occurs with respect to the Securities and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the outstanding Securities, Notes by written notice to the IssuerCompany and the Trustee, may declare the principal of, premium, if any, and accrued but and unpaid interest interest, if any, on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal principal, premium and interest shall accrued and unpaid interest, if any, will be due and payable immediately. If In the event of a declaration of acceleration of the Notes because an Event of Default specified in clause (4) of Section 6.01(f6.01 hereof has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) of Section 6.01 hereof shall be remedied or cured, or waived by the Holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest, if any, on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event of Default described in clauses (5) or (g6) of Section 6.01 hereof with respect to the Issuer occursCompany occurs and is continuing, the principal of, premium, if any, and interest accrued and unpaid interest, if any, on all the Securities shall Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice Notes under this Indenture may waive all past or existing Defaults or Events of Default (except with respect to the Trustee may nonpayment of principal, premium or interest, if any) and rescind any such acceleration with respect to such Notes and its consequences. In the event consequences hereunder if rescission would not conflict with any judgment or decree of any Event a court of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventscompetent jurisdiction.

Acceleration. If an Event Notwithstanding the foregoing, to the extent that, prior to the beginning of Default (other than an Event of Default specified the Term set forth in Section 6.01(f1(b) herein, (A)(i) if a majority of the members of the Company’s Board of Directors (excluding the Investor Directors) (the “Non-Investor Directors”) determines that the Company requires additional financing for any reason, (ii) the Non-Investor Directors, by majority vote, have determined that the Company should request that the Holder partially or fully exercise the Warrant in order to enable the Holder to provide such financing to the Company (the amount of such financing as required and requested by the Company, the “Additional Financing”), and (iii) the Company delivers a written request for such Additional Financing to the Holder, or (B)(i) the Company is in default under the TPG Credit Agreement (as defined under Share Purchase Agreement) or any refinancings or replacements thereof, or any other credit agreement, bond, note, mortgage, indenture or other debt financing or refinancing arrangement with an outstanding obligation of $5,000,000 or more, (gii) with respect to the Issuer) occurs with respect to the Securities and is continuingas a result of such default, the Trustee or the Holders of at least 25% in principal amount lender under such debt financing arrangement has accelerated all outstanding obligations of the outstanding Securities, Company under such debt financing arrangement by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and Company thereof (the Representatives under amount of such accelerated obligation, the Credit Agreements “Accelerated Obligation”), and (iiiii) the day on which Company does not cure such default within any Bank Indebtedness cure period set out in such notice of default or within 10 days in case there is accelerated. Upon no cure period set out in such notice of default, if any (the “Cure Period”), then the Warrant shall become exercisable for a declaration, such principal and interest shall be due and payable immediately. If an Event number of Default specified in Section 6.01(f) or (g) with respect shares of Common Stock equal to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part ratio of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness amount of the Additional Financing or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the accelerationAccelerated Obligation, notice or action (as the case may be) giving rise to such Event of Default or , divided by (zy) the default Exercise Price for the Warrant, and the portion of the Warrant that is so exercisable shall continue to be exercisable for a period of ten (10) days following the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration written request of the principal amount Company under clause (A)(iii) above or the expiration of the Securities Cure Period under clause (B)(iii) above, as described above the case may be annulled(each such period, waived an “Accelerated Term”). To the extent such exercisable portion of the Warrant is not fully exercised during such Accelerated Term, the Warrant (including such portion) shall continue to be exercisable pursuant to the terms hereof. Notwithstanding the foregoing, if the Company has cured such default under Section 1(c)(B) on or rescinded upon prior to the happening date of any such eventsExercise of the Warrant pursuant to Section 1(c)(B) or the Holder fails to exercise the Warrant within the Accelerated Term, the Warrant shall no longer be accelerated pursuant to this Section 1(c)(B) but shall still be exercisable pursuant to Section 1(b).

Acceleration. If an Event of Default (other than an Event of Default specified in clause (7) of Section 6.01(f) or (g) 6.1 with respect to the IssuerCompany) occurs with respect to the Securities and is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, by notice to the Issuer, Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default (other than the nonpayment of accelerated principal of, premium, if any, and accrued but unpaid or interest on all the Securities to be due and payable; provided, however, that so long Notes) have been cured or waived as any Bank Indebtedness remains outstanding, no such provided in this Indenture. In the event of a declaration of acceleration shall be effective until of the earlier Notes solely because an Event of (i) five Default described in clause (5) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5) of Section 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the giving declaration of written notice to acceleration with respect thereto and if the Issuer rescission and annulment of the Representatives under acceleration of the Credit Agreements and (ii) Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the day Trustee for the payment of amounts due on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelythe Notes. If an Event of Default specified in clause (7) of Section 6.01(f) or (g) 6.1 occurs with respect to the Issuer occursCompany, the principal of, premium, if any, of and any accrued interest on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the best interests of the Holders. The No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee, and provided indemnity reasonably satisfactory to the Trustee, to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Securities by notice Notes a direction inconsistent with such request and shall have failed to the Trustee may rescind any institute such acceleration and its consequencesproceeding within 60 days. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excludingSuch limitations do not apply, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action to a suit instituted by the Trustee or the Holders, if within 20 days after such Event a Holder of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action a Note directly (as opposed to through the case may beTrustee) giving rise to such Event for enforcement 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 payment of the principal amount of (and premium, if any) or interest on such Note on or after the Securities as described above be annulled, waived or rescinded upon the happening of any respective due dates expressed in such eventsNote.

Acceleration. If an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Issuer occurs, all outstanding Notes shall become due and payable without any further action or notice. If any other Event of Default (other than an Event of Default specified in Section 6.01(fclause (7) or (g) 8) of Section 6.01 with respect to the Issuer) occurs with respect ), shall have occurred and be continuing hereunder, the Trustee, by written notice to the Securities Issuer, or the Holders of at least 30% in aggregate principal amount of the Notes then outstanding by written notice to the Issuer and is continuingthe Trustee, may declare all amounts owing under the Notes to be due and payable. Notwithstanding any of the foregoing, a notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or notice of acceleration may not be given by the Trustee or the Holders of at least 25% in principal amount the Notes (or any other action taken on the assertion of any Default) with respect to any action taken, and reported publicly or to Holders of the outstanding SecuritiesNotes, more than two years prior to such notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or notice of acceleration (or other action). Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Issuer and the Trustee that such Holder is not (or, in the case such Holder is the Depository or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such Noteholder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is the Depository or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owners of the Notes in lieu of the Depository or its nominee, and the Depository shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Issuer has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any indemnity such Directing Holder may have offered the Trustee), with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Issuer, may declare any Holder or any other Person in acting in good faith on a Noteholder Direction. Upon the effectiveness of such declaration of acceleration, the aggregate principal of, premium, if any, of and accrued but and unpaid interest on all the Securities to be outstanding Notes shall immediately become due and payable; provided, however, that so long as any Bank Indebtedness remains outstandingafter such acceleration, no but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Notes may rescind and annul such acceleration shall be effective until if all Events of Default, other than the earlier nonpayment of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such accelerated principal and interest shall be due and payable immediatelyinterest, have been cured or waived as provided in this Indenture. If Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(fclause (7) or (g) 8) of Section 6.01 with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities outstanding Notes shall become and be immediately due and payable without any declaration further action or other act on notice. The Trustee shall, within ninety (90) days after the part occurrence of any Default (which the Trustee or any Holders. The Holders is deemed to have knowledge of a majority in principal amount of the outstanding Securities by notice pursuant to this Indenture) with respect to the Trustee may rescind any such acceleration and its consequences. In Notes, give the event Holders notice of any all uncured Defaults thereunder known to it; provided, however, that, except in the case of an Event of Default specified in payment with respect to the Notes or a Default in complying with Section 6.01(e)5.01, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) the Trustee shall be annulled, waived protected in withholding such notice if and rescinded, automatically and without any action by so long as it in good faith determines that the Trustee or withholding of such notice is in the interest of the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of any Default (other than an Event of Default specified described in Section 6.01(f) 7.7 or (g) with respect to the Issuer) 7.8 occurs with respect to the Securities and is continuingBorrower, the Trustee or the Holders of at least 25% in principal amount obligations of the outstanding SecuritiesLenders to make Loans hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and the Required Lenders (or, in the case of clause (x) below, the Majority in Interest with respect to the applicable Tranche, as the context may require), at any time prior to the date that such Default has been fully cured, may (x) permanently terminate the obligations of the Lenders to make Loans hereunder and (y) declare the Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within thirty (30) days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect all amounts owed by the Borrower and any Guarantor under the Loan Documents by exercising all rights and remedies provided for under this Agreement or otherwise available at law or in equity, including without limitation by filing and diligently pursuing judicial action. If, within ten (10) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.7 or 7.8 with respect to the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the IssuerBorrower, may declare the principal of, premium, if any, rescind and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no annul such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsand/or termination.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer6.1(9)) occurs with respect to the Securities and is continuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in principal amount of the outstanding Securities, Securities by notice to the IssuerIssuer and the Trustee, may may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued but and unpaid interest interest, on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days two business days after the giving delivery of written notice to Hanover, the Issuer Lessee and the Representatives Representative under the Credit Agreements such Bank Indebtedness and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal principal, premium, if any, and accrued and unpaid interest shall will be due and payable immediately. In the event of a declaration of acceleration because an Event of Default set forth in Section 6.1(8) above has occurred and is continuing, the declaration of acceleration shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.1(8) shall be remedied or cured by Hanover or a Restricted Subsidiary of Hanover or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (i) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of such acceleration, have been cured or waived. If an Event of Default specified described in Section 6.01(f6.1(9) or (g) with respect to the Issuer occursoccurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities shall will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind No such rescission shall affect any such acceleration and its consequences. In the event of any Event of subsequent Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.1(8) or (g) with respect to the Issuer9)) occurs with respect to the Securities and is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, by notice to the Issuer, Notes voting as a single class may declare the principal of, premium, if any, of the Notes and any accrued but unpaid interest on all the Securities Notes to be due and payablepayable immediately by a notice in writing to the Issuer (and to the Trustee if given by Holders); provided, however, that so long as any Bank Indebtedness remains outstandingafter such acceleration, no but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in this Indenture; provided such rescission would not conflict with any judgment of a court of competent jurisdiction. In the event of a declaration of acceleration of the Notes solely because an Event of Default specified in Section 6.1(6) has occurred and is continuing, the declaration of acceleration of the Notes shall be effective until automatically rescinded and annulled if the earlier Event of (iDefault or payment default triggering such Event of Default pursuant to Section 6.1(6) five (5) shall be remedied or cured by the Issuer or a Restricted Subsidiary of the Issuer or waived by the holders of the relevant Indebtedness within 30 Business Days after the giving declaration of written notice to acceleration with respect thereto and if the Issuer rescission and annulment of the Representatives under acceleration of the Credit Agreements and (ii) Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the day Trustee for the payment of amounts due on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelythe Notes. If an Event of Default specified in Section 6.01(f6.1(8) or (g9) with respect to the Issuer occurs, the principal of, premium, if any, and any accrued interest on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Trustee may withhold from Holders notice of a majority any Default (except Default in payment of principal amount of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the outstanding Securities by notice Holders to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsdo so.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the IssuerCompany specified in clauses (g) or (h) of Section 6.1 hereof) occurs with respect to the Securities and is continuing, the Trustee by written notice to the Company or the Holders of at least 30% (or 25% in the case of an Event of Default with respect to payment of principal of or interest on the Securities) in aggregate principal amount of the then outstanding Securities, Securities by written notice to the IssuerCompany (and the Trustee if given by the Holders), may and the Trustee at the request of such Holders shall, declare the all unpaid principal of, premium, if any, and accrued but and unpaid interest on all the Securities to be due and payablepayable immediately; providedPROVIDED, howeverHOWEVER, that so long as if any Bank Senior Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice is outstanding pursuant to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such Facility, upon a declarationdeclaration of acceleration, such principal and interest shall be due and payable upon the earlier of (x) the day that is five Business Days after the provision to the Company and the Credit Agent of such written notice, unless such Event of Default is cured or waived prior to such date, and (y) the date of acceleration of any Senior Indebtedness under the Credit Facility. In the event of a declaration of acceleration because an Event of Default described in clause (d) or (e) of Section 6.1 hereof has occurred and is continuing, such declaration of acceleration shall be automatically annulled if such payment default is cured or waived or the Holders of the Indebtedness which is the subject of such Event of Default have rescinded their declaration of acceleration in respect of such Indebtedness within 60 days thereof and the Trustee has received written notice of such cure, waiver or rescission and no other Event of Default described in clause (d) or (e) of Section 6.1 hereof has occurred that has not been cured or waived within 60 days of the declaration of acceleration of such Indebtedness in respect thereof. Upon such declaration of acceleration the principal, premium, if any, and accrued interest, due and payable on the Securities, as determined in the next succeeding paragraph, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer Company specified in clause (g) or (h) of Section 6.1 hereof occurs, the all unpaid principal of, premium, if any, and accrued interest on all the Securities then outstanding shall IPSO FACTO become and be immediately due and payable without any declaration declaration, notice or other act on the part of the Trustee or any HoldersHolder. The Notwithstanding the foregoing, at any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained, the Holder or Holders of a majority in aggregate principal amount of the then outstanding Securities Securities, by written notice to the Trustee Company and the Trustee, may rescind any such acceleration and its consequences. In the event waive, on behalf of any all Holders, a Default or an Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.if:

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the IssuerCompany or a Guarantor) occurs with respect to the Securities shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Senior Subordinated Securities may, and the Trustee upon the request of the Holders of at least 25% in principal amount of outstanding SecuritiesSenior Subordinated Securities shall, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but and unpaid interest on all the outstanding Senior Subordinated Securities to be due and payable; providedpayable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until and the earlier of same (i) shall become immediately due and payable 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 (5) Business Days after receipt by the giving of written notice to the Issuer Company and the Representatives Representative under the Credit Agreements and (ii) the day on which any Bank Indebtedness Agreement of such Acceleration Notice but only if such Event of Default is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelythen continuing. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occursCompany or a Guarantor occurs and is continuing, the then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Senior Subordinated Securities shall IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The 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 Senior Subordinated Securities may rescind and cancel such declaration and its consequences (i) if the outstanding Securities by notice rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee may rescind any such acceleration its reasonable compensation and reimbursed the Trustee for its consequences. In expenses, disbursements and advances and all other amounts due pursuant to Section 7.07 and (v) in the event of any the cure or waiver of an Event of Default specified of the type described in Section 6.01(e), such Event of Default and all consequences thereof 6.01(f) or (excluding, however, any resulting payment defaultg) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers shall have received an Officers’ ' Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default with respect to any series of Securities (other than an Event of Default specified in clause (vi) of Section 6.01(f) or (g) 6.1 with respect to the Issuer) occurs with respect to the Securities and is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Securities, by notice to the Issuer, Securities of such series may declare the principal of, premium, if any, of all of the outstanding Securities of such series and any accrued but unpaid interest on all the Securities of such series to be due and payablepayable immediately by a notice in writing to the Issuer (and to the Trustee if given by the Holders); provided, however, that so long as any Bank Indebtedness remains outstandingafter such acceleration, no but before a judgment or decree based on acceleration has been obtained or entered, the Holders of a majority in aggregate principal amount of the then outstanding Securities of such series may rescind and annul such acceleration and its consequences if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Securities of such series, have been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Securities of a series solely because an Event of Default described in clause (iv) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities of such series shall be effective until automatically rescinded and annulled if the earlier event of default or payment default triggering such Event of Default pursuant to clause (iiv) five of Section 6.1 shall be remedied or cured or waived by the holders of the relevant Debt within twenty (520) Business Days after the giving declaration of written notice to acceleration with respect thereto and if the Issuer rescission and annulment of the Representatives under acceleration of the Credit Agreements and (ii) Securities of such series would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the day Trustee for the payment of amounts due on which any Bank Indebtedness is accelerated. Upon the Securities of such a declaration, such principal and interest shall be due and payable immediatelyseries. If an Event of Default specified in clause (vi) of Section 6.01(f) or (g) 6.1 occurs with respect to the Issuer occursIssuer, the principal of, premium, if any, of and any accrued interest on all the Securities of each series then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Trustee may withhold from Holders notice of a majority any Default (except Default in principal amount payment of principal, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (7) and (8) of Section 6.01(f) or (g) with respect 6.01 relating to the IssuerCompany, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary) occurs with respect to the Securities and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Securities, Securities by written notice to the Issuer, Company and the Trustee may declare the unpaid principal of, premium, if any, of and any accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such declaration the principal and interest shall be due and payable immediatelyimmediately (together with the premium referred to in Section 6.01, if applicable); provided however, that if any Senior Indebtedness is outstanding under the New Senior Credit Facilities, upon a declaration of acceleration, the Notes shall be payable upon the earlier of (x) the day which is five Business Days after the provision to the Company and the agent under the New Credit Senior Facilities of written notice of such declaration and (y) the date of acceleration of any Indebtedness under the New Senior Credit Facilities. If an Event of Default specified in Section 6.01(fclause (7) or (g) with respect 8) of Section 6.01 relating to the Issuer Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary occurs, the principal of, premium, if any, and interest on all the Securities such an 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 Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such an acceleration and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived. In the event of any If an Event of Default specified in Section 6.01(e)occurs on or after December 15, such Event 2002 by reason 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, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or willful action (as or inaction) taken (or not taken) by or on behalf of the case may be) giving rise Company with the intention of avoiding payment of the premium that the Company would have had to such Event of Default or (z) pay if the default that is Company then had elected to redeem the basis for such Event of Default has been curedNotes pursuant to Section 3.07 hereof, it being understood that in no event shall an then, upon acceleration of the principal amount of the Securities as described above be annulledNotes, waived or rescinded upon the happening of any such events.an equivalent

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in Section 6.01(fclause (h) or (gi) of Section 6.01 with respect to the IssuerCompany) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities, Securities by notice in writing to the Issuer, Company (and to the Trustee if given by the Holders) may declare the unpaid principal of, of (and premium, if any, ) and accrued but unpaid interest to the date of acceleration on all outstanding Securities to be due and payable immediately and, upon any such declaration, such principal amount (and premium, if any) and accrued interest, notwithstanding anything contained in this Indenture or the Securities to be the contrary, shall become immediately due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration the Credit Facility shall be effective in full force, if an Event of Default shall have occurred and be continuing (other than an Event of Default specified in clause (h) or (i) of Section 6.01 with respect to the Company), the Securities shall not become due and payable until the earlier to occur of (ix) five (5) Business Days after the giving following delivery of a written notice by the Trustee of such acceleration of the Securities to the Issuer and the Representatives agent under the Credit Agreements Facility and (iiy) the day on which acceleration (ipso facto or otherwise) of any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelyunder the Credit Facility. If an Event of Default specified in Section 6.01(fclause (h) or (gi) of Section 6.01 with respect to the Issuer Company occurs, the all unpaid principal of, of (and premium, if any, ) and accrued interest on all 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 HoldersHolder. The Holders of a majority Notwithstanding the foregoing, in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequences. In the event of any a declaration of acceleration in respect of the Securities because an Event of Default specified in clause (f) of Section 6.01(e)6.01 shall have occurred and be continuing, such Event declaration of Default and all consequences thereof (excluding, however, any resulting payment default) acceleration shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, annulled if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for subject of such Event of Default has been discharged or (y) paid or such Event of Default shall have been cured or waived by the holders thereof have rescinded of such Indebtedness and written notice of such discharge, cure or waived the accelerationwaiver, notice or action (as the case may be, shall have been given to the Trustee by the Company or by the requisite holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 60 days after such declaration of acceleration in respect of the Securities and (a) giving rise no Person shall have commenced judicial proceedings to foreclose upon assets of the Company or any of the Restricted Subsidiaries or shall have exercised any right under applicable law or applicable security documents to take ownership of any of such assets in lieu of foreclosure and (b) no other Event of Default with respect to the Securities shall have occurred which has not been cured or (z) waived during such 60-day period. After a declaration of acceleration, but before a judgment or decree of the default that is money due in respect of the basis for such Event of Default Securities has been curedobtained, it being understood that the Holders of not less than a majority in no event shall an acceleration of the aggregate principal amount of the Securities as described above be annulled, then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if all existing Events of Default (other than the nonpayment of principal of and interest on the Securities which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or rescinded upon the happening of decree. No such rescission shall affect any such eventssubsequent Default or impair any right consequent thereto.

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 IssuerIssuers) occurs with respect to the Securities and is continuing, the Trustee by written notice to the Issuers or the Holders of at least 25% in of the aggregate principal amount of the outstanding Securities, Securities by written notice to the IssuerIssuers and the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(g) or (gh) with respect to the Issuer Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such an acceleration and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the HoldersHolders of the Securities, if within 20 days after such Event of Default arose the Issuer delivers Issuers deliver an Officers’ Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (8) of Section 6.01(f) or (g) 6.1 with respect to the IssuerCompany) occurs with respect to the Securities and is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, by notice to the Issuer, Notes may declare the principal of, premium, if any, of the Notes and any accrued but unpaid interest on all the Securities Notes to be due and payablepayable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that so long as any Bank Indebtedness remains outstandingafter such acceleration, no but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be effective until automatically rescinded and annulled if the earlier event of default or payment default triggering such Event of Default pursuant to clause (i6) five (5) of Section 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the giving declaration of written notice to acceleration with respect thereto and if the Issuer rescission and annulment of the Representatives under acceleration of the Credit Agreements and (ii) Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the day Trustee for the payment of amounts due on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelythe Notes. If an Event of Default specified in clause (8) of Section 6.01(f) or (g) 6.1 occurs with respect to the Issuer occursCompany, the principal of, premium, if any, of and any accrued interest on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interest of the Holders to do so. No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Securities by notice Notes a direction inconsistent with such request and shall have failed to the Trustee may rescind any institute such acceleration and its consequencesproceeding within 60 days. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excludingSuch limitations do not apply, however, any resulting to a suit instituted by a Holder of a Note for enforcement of payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders 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 (and premium, if any) or interest on such Note on or after the Securities as described above be annulled, waived or rescinded upon the happening of any respective due dates expressed in such eventsNote.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g)) with respect to the Issuer) occurs with respect to the Securities shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by notice to the Issuer, Securities may declare the principal of, premium, if any, of and accrued but and unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written payable by notice in writing to the Issuer Company and the Representatives under Trustee specifying the Credit Agreements respective Event of Default and (ii) that it is a "notice of acceleration", and the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest same shall be become immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occursoccurs and is continuing, the 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 HoldersHolder. The 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 by notice 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 Company has paid the Trustee may rescind any such acceleration its reasonable compensation and reimbursed the Trustee for its consequences. In reasonable expenses, disbursements and advances and (v) in the event of any the cure or waiver of an Event of Default specified of the type described in clause (f) or (g) of Section 6.01(e)6.01, 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, if within 20 days after such Event of Default arose the Issuer delivers shall have received an Officers’ ' Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default arising from any event specified in Section 6.01(f) clause (8) or (g9) with respect to the Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount Section 6.01 (Events of the outstanding Securities, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (gDefault) with respect to the Issuer occurs, the principal amount of, premium, if any and accrued interest and any Additional Amounts on all Outstanding Junior Notes shall be due and payable immediately without any declaration, action or notice on the part of the Trustee or any Holder of Junior Notes. If any other Event of Default occurs and is continuing (other than an Event of Default specified in clause (4) of Section 6.01 (Events of Default)), then in every such case the Trustee or the Required Holders of at least 25% in aggregate principal amount of the then Outstanding Junior Notes may, subject to the restrictions of the Security Trust and Intercreditor Deed, declare, by written notice to the Issuer (and to the Trustee if given by the Required Holders), the principal amount of, premium, if any, and accrued interest and any Additional Amounts on all the Securities shall become and Junior Notes to be immediately due and payable without any declaration or other act on the part immediately unless prior to such date all Events of Default under this Indenture shall have been cured. If an Event of Default occurs and is continuing under clause (4) of Section 6.01 (Events of Default), then in every such case the Trustee or any Holders. The the Required Holders of a majority at least 35% (or, in the event that no Senior Notes are Outstanding (as such term is defined in the Senior Note Indenture), 25%) in aggregate principal amount of the outstanding Securities then Outstanding Junior Notes may, subject to the restrictions of the Security Trust and Intercreditor Deed, declare, by written notice to the Trustee may rescind any such acceleration Issuer (and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) if given by 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 accelerationRequired Holders), 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, premium, if any, and accrued interest and any Additional Amounts on all the Junior Notes to be due and payable immediately unless prior to such date all Events of Default under this Indenture shall have been cured. Upon any such declaration of acceleration, such principal amount, premium, if any, and accrued interest and any Additional Amounts on the Junior Notes shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. If payment of the Securities as described above be annulledJunior Notes is accelerated because of an Event of Default, waived or rescinded upon the happening Issuer shall promptly notify the Trustee, the Holders of any such eventsthe Junior Notes, the Senior Note Trustee and the holders of the Senior Notes.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (g) or (gh) with respect to the Issuer) of Section 6.01 that occurs with respect to the Securities Company or any Guarantor) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding SecuritiesNotes, then outstanding, by written notice to the IssuerCompany (and to the Trustee if such notice is given by the Holders), may may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be immediately due and payable; provided. Upon a declaration of acceleration, howeversuch principal of, that so long as any Bank Indebtedness remains outstandingpremium, no if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be effective until automatically rescinded and annulled if the earlier event of default triggering such Event of Default pursuant to clause (ie) five (5) Business Days shall be remedied or cured by the Company, any Guarantor or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the giving declaration of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelyacceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 occurs with respect to the Issuer occursCompany or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The At any time after such a declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in principal amount of the outstanding Securities Notes by written notice to the Trustee Company and to the Trustee, may waive all past defaults and rescind any such and annul a declaration of acceleration and its consequences. In consequences if (i) all existing Events of Default, other than the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration nonpayment of the principal amount of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (ii) the Securities as described above be annulled, waived rescission would not conflict with any judgment or rescinded upon the happening decree of any such eventsa court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five Notwithstanding the foregoing, to the extent that, prior to the beginning of the Term set forth in Section 1(b) herein, (5A)(i) Business Days after if a majority of the giving members of the Company’s Board of Directors (excluding the Investor Directors) (the “Non-Investor Directors”) determines that the Company requires additional financing for any reason, (ii) the Non-Investor Directors, by majority vote, have determined that the Company should request that the Holder partially or fully exercise the Warrant in order to enable the Holder to provide such financing to the Company (the amount of such financing as required and requested by the Company, the “Additional Financing”), and (iii) the Company delivers a written request for such Additional Financing to the Holder, or (B)(i) the Company is in default under (x) the TPG Credit Agreement (as defined under Share Purchase Agreement) or any refinancings or replacements thereof, or (y) any other credit agreement, bond, note, mortgage, indenture or other debt financing or refinancing arrangement with an outstanding obligation of $5,000,000 or more, (ii) as a result of such default, the lender under such debt financing arrangement has accelerated all outstanding obligations of the Company under such debt financing arrangement by written notice to the Issuer and Company thereof (the Representatives under amount of such accelerated obligation, the Credit Agreements “Accelerated Obligation”), and (iiiii) the day on which Company does not cure such default within any Bank Indebtedness cure period set out in such notice of default or within 10 days in case there is accelerated. Upon no cure period set out in such notice of default, if any (the “Cure Period”), then the Warrant shall become exercisable for a declaration, such principal and interest shall be due and payable immediately. If an Event number of Default specified in Section 6.01(f) or (g) with respect shares of Common Stock equal to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part ratio of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness amount of the Additional Financing or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the accelerationAccelerated Obligation, notice or action (as the case may be) giving rise to such Event of Default or , divided by (zy) the default Exercise Price for the Warrant, and the portion of the Warrant that is so exercisable shall continue to be exercisable for a period of ten (10) days following the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration written request of the principal amount Company under clause (A)(iii) above or the expiration of the Securities Cure Period under clause (B)(iii) above, as described above the case may be annulled(each such period, waived an “Accelerated Term”). To the extent such exercisable portion of the Warrant is not fully exercised during such Accelerated Term, the Warrant (including such portion) shall continue to be exercisable pursuant to the terms hereof. Notwithstanding the foregoing, if the Company has cured such default under Section 1(c)(i)(B) on or rescinded upon prior to the happening Date of any such eventsExercise of the Warrant pursuant to Section 1(c)(i)(B) or the Holder fails to exercise the Warrant within the Accelerated Term, the Warrant shall no longer be accelerated pursuant to this Section 1(c)(i)(B) but shall still be exercisable pursuant to Section 1(b).

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(e) or 6.01(f) or (g) hereof with respect to the IssuerCompany) occurs with respect to the Securities and is continuing, the Trustee or the Holders holders of at least 2530% in principal amount of the outstanding Securities, Notes by notice to the Issuer, Issuers may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i1) five (5) Business Days after the giving of written notice to the Issuer Issuers and the Representatives Representative under the Credit Agreements Agreement and (ii2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Issuer Company occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. The Holders Under certain circumstances, the holders of a majority in principal amount of the outstanding Securities by notice to the Trustee Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e)6.01(d) above, 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 Holdersholders of the Notes, if within 20 days after such Event of Default arose the Issuer delivers Issuers deliver an Officers’ Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities 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(fclause (h) or (gi) with respect to the Issuer) of Section 6.01 that occurs with respect to the Securities Company or any Guarantor) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding SecuritiesNotes, then outstanding, by written notice to the IssuerCompany (and to the Trustee if such notice is given by the Holders), may may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be immediately due and payable; provided. Upon a declaration of acceleration, howeversuch principal of, that so long as any Bank Indebtedness remains outstandingpremium, no if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (f) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be effective until automatically rescinded and annulled if the earlier event of default triggering such Event of Default pursuant to clause (if) five (5) Business Days shall be remedied or cured by the Company, any Guarantor or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the giving declaration of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelyacceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (h) or (gi) of Section 6.01 occurs with respect to the Issuer occursCompany or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The At any time after such a declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in principal amount of the outstanding Securities Notes by written notice to the Trustee Company and to the Trustee, may waive all past defaults and rescind any such and annul a declaration of acceleration and its consequences. In consequences if (i) all existing Events of Default, other than the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration nonpayment of the principal amount of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (ii) the Securities as described above be annulled, waived rescission would not conflict with any judgment or rescinded upon the happening decree of any such eventsa court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives Administrative Agent under the Credit Agreements Agreement and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities 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) or (g) with respect to either of the IssuerIssuers) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by notice to the IssuerIssuers may, may and if such notice is given by the Holders such notice shall be given to the Issuers and the Trustee declare that the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be is due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to either of the Issuer Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such an acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the HoldersHolders of the Securities, if within 20 days after such Event of Default arose the Issuer delivers 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 principal amount of the Securities 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(f6.1(f) or (g)) with respect to the Issuer) occurs with respect to the Securities occurs, and is continuing, the Trustee may, by notice to the Company, or the Holders of at least twenty-five percent (25% %) in aggregate principal amount of the outstanding SecuritiesSecurities Outstanding may, by notice to the IssuerCompany and the Trustee, may and the Trustee shall, upon the request of such Holders, declare the all unpaid principal of, premiumaccrued interest and Liquidated Damages, if any, and accrued but unpaid interest to the date of acceleration on all the Securities Outstanding (if not then due and payable) to be due and payable; provided, however, that so long as payable and upon any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal the same shall become and interest shall be immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(f6.1(f) or (g) with respect to the Issuer occurs, the all unpaid principal of, premiumaccrued interest on and Liquidated Damages, if any, and interest on all with respect to, the Securities Outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholder. Upon payment of such principal amount, interest, and Liquidated Damages, if any, all of the Company's obligations under the Securities and this Indenture, other than obligations under Sections 7.7 and 8.4, shall terminate. The Holders of a majority in principal amount of the outstanding Securities then Outstanding by notice to the Trustee may rescind any such an acceleration and its consequences. In consequences if (a) all existing Events of Default, other than the event non-payment as to the Securities of any Event of Default specified in Section 6.01(e)the principal, 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 interest or the HoldersLiquidated Damages, if within 20 days after any, which has become due solely by such Event declaration of Default arose acceleration, have been cured or waived, (b) to the Issuer delivers an Officers’ Certificate extent the payment of such interest is permitted by law, interest on overdue installments of interest and on overdue principal which has become due otherwise than by such declaration of acceleration, has been paid, (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, and (d) all payments due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has and any predecessor Trustee under Section 7.07 have been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsmade.

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 IssuerIssuers, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by notice to the Issuer, Notes may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written payable by notice in writing to the Issuer Issuers and the Representatives under Trustee specifying the Credit Agreements respective Event of Default and that such notice is a "notice of acceleration" (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration"Acceleration Notice"), such principal and interest the same shall be become immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 occurs with respect to the Issuer occursIssuers, any of the principal ofCompany's Significant Subsidiaries or any group of Subsidiaries that, premiumtaken as a whole, if anywould constitute a Significant Subsidiary, and interest on all the Securities then such amount shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder of Notes. The At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of Notes may rescind and cancel such declaration and its consequences (i) if the outstanding Securities by notice 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 Issuers have paid the Trustee may rescind any such acceleration its reasonable compensation and reimbursed the Trustee for its consequences. In expenses, disbursements and advances and (v) in the event of any the cure or waiver of an Event of Default specified of the type described in Section 6.01(e)clause (vi) of the description above of Events of Default, 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, if within 20 days after such Event of Default arose the Issuer delivers shall have received an Officers’ ' Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the waived. The holders thereof have rescinded of a majority in principal amount of Notes may waive any existing Default or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or (z) interest on any Notes. In the default that is the basis for such case of any Event of Default has been curedoccurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the 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, it being understood that in no event 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 year shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes (expressed as a percentage of the principal amount of the Securities as described above Notes on the date of payment that would otherwise be annulled, waived or rescinded upon due but for the happening provisions of any such events.this sentence): YEAR PERCENTAGE ---- ---------- 1998................................................ 113.833% 1999................................................ 112.104% 2000................................................ 110.375% 2001................................................ 108.646% 2002................................................ 106.917%

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the IssuerCompany described in clause (8) or (9) occurs with respect to the Securities of Section 6.01) shall occur and is be continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities may accelerate the maturity of all Securities, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of outstanding Securities may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal, have been cured or waived as provided in this Indenture; and provided, further, that so long as any Bank Indebtedness remains outstanding, no such acceleration the Credit Agreement shall be effective in full force and effect, if an Event of Default shall have occurred and be continuing (other than as specified in clauses (8) or (9) above), the Securities shall not become due and payable until the earlier to occur of (ix) five (5) Business Days after the giving business days following delivery of a written notice of such acceleration of the Securities to the Issuer and the Representatives agent under the Credit Agreements Agreement, if such an Event of Default has not been cured prior to such fifth business day and (iiy) the day on which acceleration of any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelyunder the Credit Agreement. If an Event of Default specified in Section 6.01(f) clause (8) or (g9) of Section 6.01 with respect to the Issuer Company occurs, the principal of, premium, if any, and interest on all the outstanding Securities shall will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The After a declaration of acceleration, but before a judgment or decree of the money due in respect of the Securities has been obtained, the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding Securities by written notice to the Trustee may rescind any such an acceleration and its consequences. In the event of any Event consequences if all existing Events of Default specified in Section 6.01(e), (other than the nonpayment of principal of and interest on the Securities which has become due solely by virtue of such Event of Default and all consequences thereof (excluding, however, any resulting payment defaultacceleration) shall be annulled, have been cured or waived and rescinded, automatically and without if the rescission would not conflict with any action by the Trustee judgment or the Holders, if within 20 days after decree. No such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (7) or (g) 8) of Section 6.01 with respect to the IssuerCompany) occurs with respect to the Securities and is continuingcontinuing under this Indenture, the Trustee by written notice to the Company or the Holders of at least 2530% in principal amount of the then total outstanding Securities, Notes by written notice to the Issuer, Company and the Trustee may declare the principal ofprincipal, premium, if any, interest and accrued but unpaid interest any other monetary obligations on all the Securities then outstanding Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event Upon the effectiveness of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurssuch declaration, the such principal of, of and premium, if any, and interest on will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (7) of Section 6.01 hereof with respect to the Company, all the Securities shall outstanding Notes will become and be immediately due and payable without further action or notice. The Trustee may withhold from the Holders notice of any declaration continuing Default, except a Default relating to the payment of principal, premium, if any, or other act on interest, if it determines that withholding notice is in their interest. The Trustee will have no obligation to accelerate the part of the Trustee or any HoldersNotes. The Holders of a majority in of the aggregate principal amount of the then outstanding Securities Notes, by written notice to the Trustee Trustee, may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder (except a continuing Default with respect to in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and rescind any such acceleration with respect to the Notes and its consequencesconsequences (except if such rescission would conflict with any judgment of a court of competent jurisdiction). In the event of any Event of Default specified in Section 6.01(e)6.01(5) hereof, such Event of Default and all consequences thereof (excluding, however, excluding any resulting payment default, other than as a result of acceleration of the Notes) shall will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.if:

Acceleration. If After the occurrence and during the continuance of an Event of Default (other than an Event Default, and at any time thereafter, at the direction of Default specified in Section 6.01(f) or (g) with respect to the Issuer) occurs with respect to the Securities and is continuingRequired Lenders, the Trustee Agent shall, upon the written or the Holders of at least 25% in principal amount telecopied request of the outstanding Securities, by notice to the Issuer, may declare the principal of, premium, if anyRequired Lenders, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving by delivery of written notice to the Issuer and Borrower from the Representatives under Agent, take any or all of the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declarationfollowing actions, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect without prejudice to the Issuer occursrights of the Agent, any Lender or the principal of, premium, if any, and interest on holder of any Note to enforce its claims against the Borrower: (a) declare all the Securities shall become and Obligations to be immediately due and payable (except with respect to any Event of Default set forth in Section 11.1(g) in which case all --------------- Commitments shall terminate and all Obligations shall automatically become immediately due and payable without the necessity of any declaration notice or other act on the part demand) without presentment, demand, protest or any other action or obligation of the Trustee Agent or any HoldersLender, (b) immediately terminate this Credit Agreement and the Commitments hereunder; and (c) enforce any and all rights and interests created and existing under the Credit Documents or arising under applicable law, including, without limitation, all rights and remedies existing under the Security Documents and all rights of setoff. The Holders of a majority in principal amount enumeration of the outstanding Securities by notice foregoing rights is not intended to be exhaustive and the Trustee may rescind exercise of any such acceleration and its consequencesright shall not preclude the exercise of any other rights, all of which shall be cumulative. In addition, upon demand by the event Agent or the Required Lenders upon the occurrence of any Event of Default specified in Section 6.01(e)Default, such Event of Default and all consequences thereof (excluding, however, at any resulting payment default) shall be annulled, waived time thereafter unless and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for until such Event of Default has been discharged or waived by the requisite Lenders (y) in accordance with the holders thereof have rescinded or waived voting requirements of Section 14.10), the acceleration, notice or action (as Borrower shall deposit with ------------- the case may be) giving rise to such Event of Default or (z) Agent for the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration benefit of the principal Lenders with respect to each Letter of Credit then outstanding, promptly upon such demand, cash or Cash Equivalents in an amount equal to one hundred five percent (105%) of the Securities greatest amount for which such Letter of Credit may be drawn. Such deposit shall be held by the Agent for the benefit of the Issuing Bank and the other Lenders as described above be annulledsecurity for, waived or rescinded upon and to provide for the happening payment of, outstanding Letters of any such eventsCredit.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) hereof with respect to the an Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders holders of at least 2530% in principal amount of outstanding Notes (with a copy to the outstanding Securities, Trustee) by notice to the Issuer, Issuers may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i1) five (5) Business Days after the giving of written notice to the Issuer Issuers and the Representatives Representative under the applicable Credit Agreements Agreement and (ii2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the an Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. The Holders Under certain circumstances, the holders of a majority in principal amount of the outstanding Securities by notice to the Trustee Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holdersholders of the Notes, if within 20 days after such Event of Default arose the Issuer delivers Issuers deliver an Officers’ Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities 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(fclause (vi) or (gvii) of Section 6.1 above with respect to the IssuerCompany) occurs with respect to the Securities shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the outstanding Securities, by notice to the Issuer, Securities may declare the principal Accreted Value of, premiumand accrued and unpaid interest, if any, and accrued but unpaid interest on all the Securities to be due and payable; providedpayable 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"), however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until and the earlier of same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement or five (5) Business Days after receipt by the giving of written notice to the Issuer Company and the Representatives Representative under the Credit Agreements and Agreement of such Acceleration Notice (ii) the day on which any Bank Indebtedness but only if such Event of Default is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelythen continuing). If an Event of Default specified in Section 6.01(fclause (vi) or (gvii) of Section 6.1 above with respect to the Issuer occursCompany occurs and is continuing, the principal then all unpaid Accreted Value of, premiumand accrued and unpaid interest, if any, and 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 HoldersHolder. The 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 outstanding 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 Accreted Value, 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, if any, and overdue Accreted Value and premium, if any, which has become due otherwise than by notice such declaration of acceleration has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances, and any other amounts due to the Trustee may rescind any such acceleration under Section 7.7 and its consequences. In (v) in the event of any the cure or waiver of an Event of Default specified of the type described in clause (vi) or (vii) of Section 6.01(e)6.1, 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, if within 20 days after such Event of Default arose the Issuer delivers shall have received an Officers’ ' Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded waived. No such rescission shall affect any subsequent Default or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

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 Holdings or the IssuerCompany) occurs with respect to the Securities and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the outstanding Securities, Securities by notice to the IssuerCompany and the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(g) or (gh) with respect to Holdings or the Issuer Company occurs, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such an acceleration and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(e6.01(f), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the HoldersHolders of the Securities, if within 20 days after such Event of Default arose the Issuer Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (g) or (gh) with respect to the Issuer) of Section 6.01 that occurs with respect to the Securities FelCor LP or FelCor) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding SecuritiesNotes then outstanding, by written notice to FelCor LP and FelCor (and to the IssuerTrustee if such notice is given by the Holders), may may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued but unpaid interest and Additional Interest, if any, on all the Securities Notes to be immediately due and payable; provided. Upon a declaration of acceleration, howeversuch principal of, that so long as any Bank Indebtedness remains outstandingpremium, no if any, and accrued interest and Additional Interest, if any, shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be effective until automatically rescinded and annulled if the earlier event of default triggering such Event of Default pursuant to such clause (ie) five (5) Business Days shall be remedied or cured by FelCor LP, FelCor or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the giving declaration of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelyacceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 occurs with respect to the Issuer occursFelCor LP or FelCor, the principal of, premium, if any, and accrued interest and Additional Interest, if any, on all the Securities Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of at least a majority in principal amount of the outstanding Securities Notes by written notice to FelCor LP, FelCor and the Trustee Trustee, may waive all past defaults and rescind any such and annul a declaration of acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.if:

Acceleration. If an Event of Default (other than an Event of Default specified in clause (8) of Section 6.01(f) or (g) 6.1 with respect to Holdings or the Issuer) occurs with respect to the Securities and is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, by notice to the Issuer, Notes may declare the principal of, premium, if any, of the Notes and any accrued but unpaid interest on all the Securities Notes to be due and payablepayable immediately by a notice in writing to the Issuer (and to the Trustee if given by Holders); provided, however, that so long as any Bank Indebtedness remains outstandingafter such acceleration, no but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be effective until automatically rescinded and annulled if the earlier event of default or payment default triggering such Event of Default pursuant to clause (i6) five (5) shall be remedied or cured by Holdings or a Restricted Subsidiary of Holdings or waived by the holders of the relevant Debt within 20 Business Days after the giving declaration of written notice to acceleration with respect thereto and if the Issuer rescission and annulment of the Representatives under acceleration of the Credit Agreements and (ii) Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the day Trustee for the payment of amounts due on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelythe Notes. If an Event of Default specified in clause (8) of Section 6.01(f) or (g) 6.1 occurs with respect to Holdings or the Issuer occursIssuer, the principal of, premium, if any, of and any accrued interest on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Trustee may withhold from Holders notice of a majority any Default (except Default in principal amount payment of principal, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the outstanding Securities by notice Holders to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsdo so.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders holders of at least 2530% in principal amount of outstanding Notes (with a copy to the outstanding Securities, Trustee) by notice to the Issuer, Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until . Upon the earlier Trustee’s or the holders’ of (i) five (5) Business Days after the giving at least 30% in principal amount of written notice outstanding Notes notification to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon of such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the 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 Holdersholders. The Holders holders of a majority in principal amount of the outstanding Securities Notes by notice to the Trustee may rescind any such an acceleration and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holdersholders of the Notes, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities Notes as described above be annulled, waived or rescinded upon the happening of any such events. If the Notes are accelerated or otherwise become due prior to their maturity date as a result of an Event of Default or by operation of law or a Premium Event occurs, the principal of, accrued and unpaid interest and premium on the Notes subject to such Premium Event shall be due and payable. If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default or by operation of law or any Premium Event occurs prior to the First Call Date, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal the redemption price applicable with respect to an optional redemption of such Notes, in effect on the date of such acceleration, Premium Event or the date on which such Notes otherwise become due as if such acceleration or other circumstance causing such Notes to become due were an optional redemption of the Notes accelerated or becoming due (the “Redemption Premium”). In any such case, the Redemption Premium shall constitute part of the Notes Obligations, and constitutes liquidated damages, not unmatured interest or a penalty, as the actual amount of damages to the holders as a result of the relevant Premium Event would be impracticable and extremely difficult to ascertain. Accordingly, the Redemption Premium is provided by mutual agreement of the Issuer and the Guarantors and the holders of the Notes as a reasonable estimation and calculation of such actual lost profits and other actual damages of such holders. Without limiting the generality of the foregoing, it is understood and agreed that upon the occurrence of any Premium Event, the Redemption Premium shall be automatically and immediately due and payable with respect to any Notes subject to the Premium Event as though any Notes subject to such Premium Event were voluntarily prepaid as of such date and shall constitute part of the Notes Obligations secured by the Collateral. The Redemption Premium shall also be automatically and immediately due and payable if the Notes are satisfied or released by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other means. THE ISSUER AND THE GUARANTORS HEREBY EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR OTHER LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING REDEMPTION PREMIUM IN CONNECTION WITH ANY SUCH EVENTS OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENT. The Issuer and the Guarantors expressly agree (to the fullest extent it and they may lawfully do so) that with respect to the Redemption Premium payable under the terms of this Indenture: (i) the Redemption Premium is reasonable and is the product of an arm’s length transaction between sophisticated business parties, ably represented by counsel; (ii) the Redemption Premium shall be payable notwithstanding the then-prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the holders of the Notes and the Issuer and the Guarantors giving specific consideration in this transaction for such agreement to pay the Redemption Premium; and (iv) the Issuer and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer and the Guarantors expressly acknowledge that their agreement to pay the Redemption Premium as herein described is a material inducement to the holders of the Notes to purchase the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(e) or 6.01(f) or (g) hereof with respect to the IssuerCompany) occurs with respect to the Securities and is continuing, the Trustee or the Holders holders of at least 2530% in principal amount of the outstanding Securities, Notes by notice to the Issuer, Company may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i1) five (5) Business Days after the giving of written notice to the Issuer Company and the Representatives Representative under the any Credit Agreements Agreement and (ii2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Issuer Company occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. The Holders holders of a majority in principal amount of the outstanding Securities by notice to Notes, on behalf of the Trustee holders of all of the Notes, may rescind any such acceleration with respect to the Notes and its consequences; provided such rescission would not conflict with any judgment or decree of a court of competent jurisdiction. In the event of any Event of Default specified in Section 6.01(e)6.01(d) above, 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 Holdersholders of the Notes, if within 20 days after such Event of Default arose the Issuer Company delivers an Officers’ Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) of Section 6.01 hereof with respect to the Issuer) occurs with respect to the Securities and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 2530.0% in principal amount of the then total outstanding Securities, Notes by notice to the Issuer, Issuer may declare the principal ofprincipal, premium, if any, interest and accrued but unpaid interest any other monetary obligations on all the Securities then outstanding Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event Upon the effectiveness of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurssuch declaration, the principal of, premium, if any, and interest on all the Securities Notes shall become and be immediately due and payable without immediately. The Trustee may withhold from the Holders notice of any declaration continuing Default, except a Default relating to the payment of principal, premium, if any, or other act on the part interest, if a Responsible Officer of the Trustee determines that withholding notice is in the Holders’ interest. The Trustee shall have no obligation to accelerate the Notes if the Trustee in its best judgment determines that acceleration is not in the best interests of the Holders. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or any Holders(7) of Section 6.01 hereof with respect to the Issuer, all outstanding Notes shall become due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Securities Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under this Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and rescind any such acceleration with respect to the Notes and its consequencesconsequences (except if such rescission would conflict with any judgment of a court of competent jurisdiction). In the event of any Event of Default specified in Section 6.01(e)6.01(4) hereof, such Event of Default and all consequences thereof (excluding, however, excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.if:

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by notice to the Issuer, Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives Representative under the Bank Credit Agreements Facilities and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal principal, premium, if any, and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the HoldersHolders of the Securities, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities 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) or (g) with respect to the an Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by notice to the Issuer, Issuers or the holders of at least 30% in aggregate principal amount of outstanding Notes by notice to the Issuers (with a copy to the Trustee) may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the an Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. The Holders Under certain circumstances, the holders of a majority in principal amount of the outstanding Securities by notice to the Trustee Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holdersholders of the Notes, if within 20 days after such Event of Default arose the Issuers deliver an Officer’s Certificate executed by each Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities 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 (8) of Section 6.01(f) or (g) 6.1 with respect to the IssuerCompany) occurs with respect to the Securities and is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, by notice to the Issuer, Notes may declare the principal of, premium, if any, of the Notes and any accrued but unpaid interest on all the Securities Notes to be due and payablepayable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that so long as any Bank Indebtedness remains outstandingafter such acceleration, no but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be effective until automatically rescinded and annulled if the earlier event of default or payment default triggering such Event of Default pursuant to clause (i6) five (5) of Section 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the giving declaration of written notice to acceleration with respect thereto and if the Issuer rescission and annulment of the Representatives under acceleration of the Credit Agreements and (ii) Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the day Trustee for the payment of amounts due on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelythe Notes. If an Event of Default specified in clause (8) of Section 6.01(f) or (g) 6.1 occurs with respect to the Issuer occursCompany, the principal of, premium, if any, of and any accrued interest on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the Holders to do so. No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy hereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee, and provided indemnity and security reasonably satisfactory to the Trustee, to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Securities by notice Notes a direction inconsistent with such request and shall have failed to the Trustee may rescind any institute such acceleration and its consequencesproceeding within 60 days. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excludingSuch limitations do not apply, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action to a suit instituted by the Trustee or the Holders, if within 20 days after such Event a Holder of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action a Note directly (as opposed to through the case may beTrustee) giving rise to such Event for enforcement 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 payment of the principal amount of (and premium, if any) or interest on such Note on or after the Securities as described above be annulled, waived or rescinded upon the happening of any respective due dates expressed in such eventsNote.

Acceleration. If an Event of Default (other than an Event of Default specified described in Section 6.01(fclause (g) or (gh) with respect to the Issuerof Section 6.01) occurs with respect to the Securities and is shall be continuing, then in each and every case the Trustee or the Holders of at least not less than 25% in principal amount of the outstanding Securities, by notice to aggregate principal amount at Stated Maturity of the Issuer, Securities may declare the principal amount at Stated Maturity of the Securities to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders of such Securities), and upon any such declaration the principal amount at Stated Maturity of, premium, if any, and any accrued but and unpaid interest on all on, and any other amounts payable in respect of, the Securities to then outstanding will become and be immediately due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an any Event of Default specified in Section 6.01(fclause (g) or (gh) with respect to the Issuer of Section 6.01 occurs, the principal amount at Stated Maturity of, premium, if any, and any accrued and unpaid interest on all on, and any other amount payable in respect of, the Securities then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder of such Securities. The In the event of a declaration of acceleration because an Event of Default set forth in Section 6.01(e) above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to Section 6.01(e) shall be remedied, or cured or waived by the holders of the relevant Indebtedness within 30 days after such event of default; provided that no judgment or decree for the payment of the money due on the Securities has been obtained by the Trustee as provided in this Indenture. After any such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount at Stated Maturity of the Securities as described above be annulled, waived or rescinded upon at the happening of any time outstanding may rescind and annul such events.acceleration if

Acceleration. If an Event of any Default (other than an Event of Default specified described in Section 6.01(f) 7.6 or (g) with respect to the Issuer) 7.7 occurs with respect to the Securities and is continuinga Borrower, the Trustee obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower (and, if such Borrower is the Borrowing Subsidiary, the Company) shall automatically terminate and the Obligations of such Borrower (and, if such Borrower is the Borrowing Subsidiary, the Company) shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower, the Required Lenders (or the Holders of Agent at least 25% in principal amount the direction of the outstanding SecuritiesRequired Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, by notice to the Issuer, may or declare the principal ofObligations of such Borrower (and, premiumin the case of a Default with respect to a Borrowing Subsidiary, if any, and accrued but unpaid interest on all of the Securities Company) to be due and payable; provided, howeveror both, that so long as any Bank Indebtedness remains outstandingwhereupon the Obligations of such Borrower (and, no such acceleration shall be effective until in the earlier case of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occursBorrowing Subsidiary, of the principal of, premium, if any, and interest on all the Securities Company) shall become and be immediately due and payable payable, without presentment, demand, protest or notice of any declaration or other act on the part kind, all of which such Borrower hereby expressly waives. If, after acceleration of the Trustee or any Holders. The Holders of a majority in principal amount maturity of the outstanding Securities Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to the Trustee may such Borrower, rescind any and annul such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsand/or termination.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (8) of Section 6.01(f) or (g) 6.1 with respect to the IssuerCompany) occurs with respect to the Securities and is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, by notice to the Issuer, Notes may declare the principal of, premium, if any, of the Notes and any accrued but unpaid interest on all the Securities Notes to be due and payablepayable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that so long as any Bank Indebtedness remains outstandingafter such acceleration, no but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be effective until automatically rescinded and annulled if the earlier event of default or payment default triggering such Event of Default pursuant to clause (i6) five (5) of Section 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the giving declaration of written notice to acceleration with respect thereto and if the Issuer rescission and annulment of the Representatives under acceleration of the Credit Agreements and (ii) Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the day Trustee for the payment of amounts due on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelythe Notes. If an Event of Default specified in clause (8) of Section 6.01(f) or (g) 6.1 occurs with respect to the Issuer occursCompany, the principal of, premium, if any, of and any accrued interest on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the Holders to do so. No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Securities by notice Notes a direction inconsistent with such request and shall have failed to the Trustee may rescind any institute such acceleration and its consequencesproceeding within 60 days. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excludingSuch limitations do not apply, however, any resulting to a suit instituted by a Holder of a Note for enforcement of payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders 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 (and premium, if any) or interest on such Note on or after the Securities as described above be annulled, waived or rescinded upon the happening of any respective due dates expressed in such eventsNote.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) with respect to the Issuerof Section 4.1) occurs with respect to the Securities and is continuing, the Trustee may, by written notice to the Issuers, or the Holders of at least 30% (or 25% in the case of an Event of Default specified in Section 4.1(l) or 4.1(2)) in aggregate principal amount of the Securities then outstanding Securitiesmay, by written notice to the Issuer, may declare Issuers and the principal of, premium, if anyTrustee, and the Trustee shall, upon the request of such Holders, declare 100% of the unpaid principal of and any accrued but and unpaid interest on all the Securities to be due and payable. Upon such declaration the principal and interest shall be due and payable immediately; provided, however, that so long as if any Bank Senior Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice is outstanding pursuant to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such Agreement, upon a declarationdeclaration of acceleration, such principal and interest shall be due and payable immediatelyupon the earlier of (x) the day that is five Business Days after the provision to the Issuers and the Credit Agent of such written notice, unless such Event of Default is cured or waived prior to such date, and (y) the date of acceleration of any Senior Indebtedness under the Credit Agreement. In the event of a declaration of acceleration because an Event of Default specified in Section 4.1(4) has occurred and is continuing, such declaration of acceleration shall be automatically annulled if such payment default is cured or waived or the holders of the Indebtedness which is the subject of such Event of Default have rescinded their declaration of acceleration in respect of such Indebtedness within 60 days thereof and the Trustee has received written notice of such cure, waiver or rescission and no other Event of Default under Section 4.1(4) has occurred and is continuing with respect to which 60 days have elapsed since the declaration of acceleration of the Indebtedness which is the subject of such other event of default (without rescission of the declaration of acceleration of such Indebtedness). If an Event of Default specified in Section 6.01(fclause (6) or (g7) with respect to the Issuer of Section 4.1 occurs, the unpaid principal of, premium, if any, of and any accrued and unpaid interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of a majority in principal amount of the then outstanding Securities by written notice to the Trustee may rescind any such an acceleration and its consequences. In consequences if the event of rescission would not conflict with any Event judgment or decree and if all existing Events of Default specified in Section 6.01(e), such Event (except nonpayment 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 principal or the Holders, if within 20 days after such Event interest that has become due solely because of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice ) have been cured or action (as the case may be) giving rise to waived. No such rescission shall affect any subsequent Default or Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the IssuerHoldings) occurs with respect to the Securities and is continuing, the Trustee or the Holders holders of at least 2530% in principal amount of outstanding Notes (with a copy to the outstanding Securities, Trustee) by notice to the Issuer, Issuers may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until . Upon the earlier Trustee’s or the holders’ of (i) five (5) Business Days after the giving at least 30% in principal amount of written notice outstanding Notes notification to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon Issuers of such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer Issuers occurs, the principal of, premium, if any, and interest on all the 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 Holdersholders. The Holders holders of a majority in principal amount of the outstanding Securities Notes by notice to the Trustee may rescind any such an acceleration and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holdersholders of the Notes, if within 20 days after such Event of Default arose the Issuer delivers 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 principal amount of the Securities Notes as described above be annulled, waived or rescinded upon the happening of any such events. If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)) on or after the first anniversary of the Issue Date, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal the optional redemption price, plus accrued and unpaid interest to such date, applicable with respect to an optional redemption of the Notes, in effect on the date of such acceleration as if such acceleration were an optional redemption of the Notes accelerated. If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)) prior to the first anniversary of the Issue Date, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal 100% of the principal amount of the Notes prepaid plus the Applicable Premium in effect on the date of such acceleration, plus accrued and unpaid interest to such date, as if such acceleration were an optional redemption of the Notes accelerated. In any such case, the optional redemption price or the principal amount of the Notes plus the Applicable Premium, as applicable, shall constitute part of the Notes, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the Issuers and the Subsidiary Guarantors, on the one hand, and the holders of the Notes, on the other hand, as to a reasonable calculation of each holder’s lost profits as a result thereof. Any amounts payable pursuant to the above shall be presumed to be the liquidated damages sustained by each holder of Notes, and each of the Issuers and the Subsidiary Guarantors agrees that it is reasonable under the circumstances currently existing. The optional redemption price or the principal amount of the Notes plus the Applicable Premium, as applicable, shall also be payable in the event the Notes 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 ISSUERS AND THE SUBSIDIARY 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 AMOUNTS IN CONNECTION WITH ANY SUCH ACCELERATION. Each of the Issuers and the Subsidiary Guarantors expressly agrees (to the fullest extent it may lawfully do so) that: (A) each of the optional redemption price or the principal amount of the Notes plus the Applicable Premium, as applicable, is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the optional redemption price or the principal amount of the Notes plus the Applicable Premium, as applicable, shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the holders of the Notes, the Issuers and the Subsidiary Guarantors giving specific consideration in this transaction for such agreement to pay the optional redemption price or the principal amount of the Notes plus the Applicable Premium, as applicable; and (D) the Issuers and the Subsidiary Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Each of the Issuers and the Subsidiary Guarantors expressly acknowledges that its agreement to pay the optional redemption price or the principal amount of the Notes plus the Applicable Premium, as applicable, to the holders of the Notes as herein described is a material inducement to the holders of the Notes to receive the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (7) of Section 6.01(f) or (g) with respect to the Issuer6.1) occurs with respect to the Securities and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities, Securities by notice to the IssuerCompany and the Trustee, may may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued but and unpaid interest interest, if any, on all the Securities to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately; provided, however, that so long as any Bank Indebtedness remains permitted by the provisions of this Indenture to be Incurred under the Senior Secured Credit Agreement shall be outstanding, no such acceleration shall be effective until the earlier of (ix) acceleration of any such Indebtedness under the Senior Secured Credit Agreement or (y) five (5) Business Days after the giving of written the acceleration notice to the Issuer Company and the Representatives administrative agent under the Senior Secured Credit Agreements Agreement of such acceleration. In the event of a declaration of acceleration of the Securities because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (ii2) all existing Events of Default, except nonpayment of principal, premium or interest on the day on which any Bank Indebtedness is accelerated. Upon such a declarationSecurities that became due solely because of the acceleration of the Securities, such principal and interest shall be due and payable immediatelyhave been cured or waived. If an Event of Default specified described in clause (7) of Section 6.01(f) or (g) with respect to the Issuer occurs6.1 occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities shall will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect Notwithstanding any provision hereof to the Issuer) occurs with respect to the Securities and is continuingcontrary, the Trustee or the Holders obligations of at least 25% in principal amount of the outstanding Securities, by notice to the Issuer, may declare the principal of, premium, if any, Obligor hereunder shall forthwith mature and accrued but unpaid interest on all the Securities to be due immediately accelerate and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without on the Default Date (as hereinafter defined) in the event that any declaration of the following occurs (each, a “Default Event”): (i) the business of Obligor is discontinued, sold, liquidated or otherwise disposed of, including by merger, consolidation, sale of all or substantially all of the assets, liquidation or dissolution; (ii) Obligor’s (A) admission in writing of its inability to pay its obligations as they become due, (B) assignment for the benefit of its creditors, or (C) application for, consent to or acquiescence in, the appointment of a trustee, receiver or other act on custodian for Obligor, the property of Obligor or any part thereof or, in the absence of any application, consent or acquiescence, the appointment of a trustee, receiver or other custodian for Obligor or a substantial part of the Trustee property of Obligor, which appointment is not discharged within sixty (60) days; (iii) commencement of any case under Title 11 of the United States Code or any Holdersother bankruptcy, reorganization, receivership, custodianship or similar proceeding under any state or federal law by or against Obligor and, with respect to any such case or proceeding that is involuntary, such case or proceeding is not dismissed within ninety (90) days of the filing thereof; (iv) Obligor defaults in the full, prompt and complete performance of all terms, conditions, covenants and obligations contained in this Note (including Obligor’s failure to pay any amounts under this Note when due), or instrument executed and delivered by Obligor to Holder in connection with this Note; or (v) commencement of any litigation or proceeding before any court, government or governmental agency, body or instrumentality (federal, state, local or foreign) against or affecting Obligor, and such litigation or proceeding substantially impairs the ability of Obligor to perform its obligations under this Note. The Holders of a majority in principal amount of date on which any Default Event occurs is referred to herein as the outstanding Securities by notice “Default Date.” No remedy herein conferred upon or reserved to the Trustee may rescind any such acceleration and its consequences. In the event Holders is intended to be exclusive of any Event of Default specified in Section 6.01(e)other remedy or remedies, and each and every such Event of Default and all consequences thereof (excluding, however, any resulting payment default) remedy shall be annulledcumulative, waived and rescindedshall be in addition to every other remedy given hereunder, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness now or guarantee that is the basis for such Event of Default has been discharged hereafter existing at law or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsequity.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in Section 6.01(fclause (h) or (gi) of Section 6.01 with respect to the IssuerCompany) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities, Securities by notice in writing to the Issuer, Company (and to the Trustee if given by the Holders) may declare the unpaid principal of, premium, if any, of and accrued but unpaid interest to the date of acceleration on all outstanding Securities to be due and payable immediately and, upon any such declaration, such principal amount and accrued interest, notwithstanding anything contained in this Indenture or the Securities to be the contrary, shall become immediately due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration the Amended Credit Facility shall be effective in full force, if an Event of Default shall have occurred and be continuing (other than an Event of Default specified in clause (h) or (i) of Section 6.01 with respect to the Company), the Securities shall not become due and payable until the earlier to occur of (ix) five (5) Business Days after the giving following delivery of a written notice by the Trustee of such acceleration of the Securities to the Issuer and the Representatives agent under the Amended Credit Agreements Facility and (iiy) the day on which acceleration (ipso facto or otherwise) of any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelyunder the Amended Credit Facility. If an Event of Default specified in Section 6.01(fclause (h) or (gi) of Section 6.01 with respect to the Issuer Company occurs, the all unpaid principal of, premium, if any, of and accrued interest on all 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 HoldersHolder. The After a declaration of acceleration, but before a judgment or decree of the money due in respect of the Securities has been obtained, the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding Securities by written notice to the Trustee may rescind any such an acceleration and its consequences. In the event of any Event consequences if all existing Events of Default specified in Section 6.01(e), (other than the nonpayment of principal of and interest on the Securities which has become due solely by virtue of such Event of Default and all consequences thereof (excluding, however, any resulting payment defaultacceleration) shall be annulled, have been cured or waived and rescinded, automatically and without if the rescission would not conflict with any action by the Trustee judgment or the Holders, if within 20 days after decree. No such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(h) or (g6.01(i) with respect to the IssuerCompany) occurs with respect to the Securities and is continuing, the Trustee by written notice to the Company or the Holders of at least 25% in principal amount of the outstanding Securities, Notes by written notice to the IssuerCompany and the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal principal, premium, and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(h) or (g6.01(i) with respect to the Issuer Company occurs, the principal of, premium, if any, and interest on all the 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 Holders. The Holders of a majority in principal amount of the outstanding Securities Notes by notice to the Trustee may rescind any such an acceleration and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(e6.01(g), 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 HoldersHolders of the Notes, if within 20 days after such Event of Default arose the Issuer Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities 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) or (g) with respect to the IssuerIssuer or Holdings I) occurs with respect to the Securities and is continuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in principal amount of the outstanding Securities, Securities by notice to the IssuerIssuer and the Trustee, may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer or Holdings I occurs, the principal of, premium, if any, of and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such an acceleration and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the HoldersHolders of the Securities, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (7) or (g8) of Section 7.01(a)) shall occur and be continuing with respect to the Issuer) occurs with respect to the Securities and is continuingthis Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding SecuritiesSecurities then Outstanding may, by notice to and the IssuerTrustee at the request of such Holders shall, may declare the all unpaid principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written by a notice in writing to the Issuer Company (and to the Representatives under Trustee if given by the Credit Agreements and (ii) Holders of the day on which any Bank Indebtedness is acceleratedSecurities). Upon any such a declaration, such principal principal, premium, if any, and interest shall be become due and payable immediately. If an Event of Default specified in Section 6.01(fclause (7) or (g8) of Section 7.01(a) with respect occurs and is continuing, then all the Securities shall ipso facto become and be due and payable immediately in an amount equal to the Issuer occursprincipal amount of the Securities, the principal of, premiumtogether with accrued and unpaid interest, if any, and interest on all to the date the Securities shall become and be immediately due and payable payable, without any declaration or other act on the part of the Trustee or any HoldersHolder. The Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of a majority in principal amount of the outstanding Securities by notice appropriate judicial proceedings. Notwithstanding anything to the Trustee may rescind any such acceleration and its consequences. In contrary in this Indenture, the event of sole remedy for any Event of Default specified in from time to time relating to the Company’s failure to comply with its obligations under Section 6.01(e)5.02, will, at the option of the Company, for the first 365 days after the occurrence of such Event of Default and all consequences thereof Default, consist exclusively of the right to receive additional interest (excluding, however, any resulting payment defaultthe “Additional Interest”) shall be annulled, waived and rescinded, automatically and without any action by on the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers Securities at an Officers’ Certificate annual rate equal 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 0.50% of the principal amount of the Securities. In order to elect to pay Additional Interest as the sole remedy during the first 365 days after the occurrence of an Event of Default described in the preceding sentence, the Company must give notice to the Trustee and the Company will disseminate a press release through Business Wire (or if Business Wire) is no longer available, a comparable wire service) of such election promptly following the date on which such Event of Default occurs. Upon the failure to timely give the Trustee such notice and disseminate such press release, the Securities will be subject to acceleration as described above provided in the first paragraph of this Section 7.02(a). A failure by the Company to pay Additional Interest when due and payable and such default continues for a period of 60 days, shall constitute an Event of Default subject to Section 7.01(b) which will be annulledsubject to acceleration as provided in the first paragraph of this Section 7.02(a). Additional Interest will be payable in the same manner and on the same interest payment dates and subject to the same terms as other interest payable under this Indenture. Additional Interest will accrue on all outstanding Securities from and including the date on which an Event of Default first occurs to, but not including, the 365th day thereafter (or such earlier date on which the Event of Default relating to Section 5.02 shall have been cured or waived). If the Event of Default relating to Section 5.02 is cured or waived prior to such 365th day, such Additional Interest will cease to accrue on the date of such cure or rescinded upon waiver. On such 365th day (if the happening Event of Default is continuing), such Additional Interest will cease to accrue and the Securities will be subject to acceleration as provided in the first paragraph of this Section 6.02(a). A Securityholder’s right to receive Additional Interest for an Event of Default will not affect the rights of the Securityholders in the event of an occurrence of any such eventsother Event of Default.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(f) clause (8) or (g9) of Section 6.01 hereof with respect to the Parent or the Issuer) , all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Securities, Notes by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and (with a copy to the Representatives under Trustee if given by the Credit Agreements and (iiHolders) may declare all the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall Notes to be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occursUpon any such declaration, the principal of, premium, if any, and interest on all the Securities Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Securities Notes by written notice to the Parent and the Trustee may may, on behalf of all of the Holders of all the Notes, rescind any such an acceleration and its consequencesconsequences hereunder, if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest, if any, on the Notes that has become due solely because of the declaration of acceleration) have been cured or waived. In the event of any a declaration of acceleration of the Notes because an Event of Default specified described in clause (5) of Section 6.01(e)6.01 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the Payment Default or other default triggering such Event of Default and all consequences thereof pursuant to such clause (excluding, however, any resulting payment default5) of Section 6.01 shall be annulledremedied or cured, or waived by the holders of the Indebtedness with respect to which a Payment Default has occurred within 30 days after the declaration of acceleration of the Notes; provided that (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and rescinded(2) all existing Events of Default, automatically and except nonpayment of principal, premium on, if any, or interest, if any, on the Notes that became due solely because of the acceleration of the notes, have been cured or waived. If a Default occurs for a failure to report or deliver a required certificate in connection with another default (an “Initial Default”) then at the time such Initial Default is cured, such Default for a failure to report or deliver a required certificate in connection with the Initial Default will also be cured without any further action by the Trustee and any Default or the Holders, if within 20 days after such Event of Default arose for the Issuer delivers an Officers’ Certificate failure to comply with the Trustee stating that (x) the Indebtedness time periods prescribed in Section 4.03 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, otherwise to deliver any notice or action (as the case may be) giving rise certificate pursuant to such Event any other provision 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 this Indenture shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded deemed to be cured upon the happening delivery of any such eventsreport required by such covenant or notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (8) of Section 6.01(f) or (g) 6.1 with respect to the Issuer) occurs with respect to the Securities and is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, by notice to the Issuer, Notes may declare the principal of, premium, if any, of the Notes and any accrued but unpaid interest on all the Securities Notes to be due and payablepayable immediately by a notice in writing to the Issuer (and to the Trustee if given by Holders); provided, however, that so long as any Bank Indebtedness remains outstandingafter such acceleration, no but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be effective until automatically rescinded and annulled if the earlier event of default or payment default triggering such Event of Default pursuant to clause (i6) five (5) of Section 6.1 shall be remedied or cured by the Issuer or a Restricted Subsidiary or waived by the holders of the relevant Debt within 20 Business Days after the giving declaration of written notice to acceleration with respect thereto and if the Issuer rescission and annulment of the Representatives under acceleration of the Credit Agreements and (ii) Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the day Trustee for the payment of amounts due on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelythe Notes. If an Event of Default specified in clause (8) of Section 6.01(f) or (g) 6.1 occurs with respect to the Issuer occursIssuer, the principal of, premium, if any, of and any accrued interest on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if a majority in principal amount responsible committee of the outstanding Securities by Trustee determines that withholding notice to is in the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration interests of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsHolders to do so.

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 IssuerIssuers, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by notice to the Issuer, Debentures may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities Debentures to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written payable by notice in writing to the Issuer Issuers and the Representatives under Trustee specifying the Credit Agreements respective Event of Default and that such notice is a "notice of acceleration" (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration"Acceleration Notice"), such principal and interest the same shall be become immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 occurs with respect to the Issuer occursIssuers, the principal ofany of Holdings' Significant Subsidiaries or any group of Subsidiaries that, premiumtaken as a whole, if anywould constitute a Significant Subsidiary, and interest on all the Securities then such amount shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder of Debentures. The At any time after a declaration of acceleration with respect to the Debentures as described in the preceding paragraph, the Holders of a majority in principal amount of Debentures may rescind and cancel such declaration and its consequences (i) if the outstanding Securities by notice 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 Issuers have paid the Trustee may rescind any such acceleration its reasonable compensation and reimbursed the Trustee for its consequences. In expenses, disbursements and advances and (v) in the event of any the cure or waiver of an Event of Default specified of the type described in Section 6.01(e)clause (vi) of the description above of Events of Default, 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, if within 20 days after such Event of Default arose the Issuer delivers shall have received an Officers’ ' Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the waived. The holders thereof have rescinded of a majority in principal amount of Debentures may waive any existing Default or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or (z) interest on any Debentures. In the default that is the basis for such case of any Event of Default has been curedoccurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the 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, it being understood that in no event an equivalent premium shall an also become and be immediately due and payable to the extent permitted by law upon the acceleration of the principal amount 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 Securities as described above be annulledIssuers with the intention of avoiding the prohibition on redemption of the Debentures prior to August 1, waived or rescinded 2003, then the premium set forth below for each of the years beginning on August 1 of such year shall also become immediately due and payable to the extent permitted by law upon the happening acceleration of any such events.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 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(fclause (g) or (gh) with respect to the Issuer) of Section 6.01 that occurs with respect to the Securities Company) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding SecuritiesNotes then outstanding, by written notice to the IssuerCompany (and to the Trustee if such notice is given by the Holders), may may, and the Trustee at the request of such Holders shall, declare the principal amount, of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be immediately due and payable; provided. Upon a declaration of acceleration, howeversuch principal amount of premium, that so long as any Bank Indebtedness remains outstandingif any, no and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be effective until automatically rescinded and annulled if the earlier event of default triggering such Event of Default pursuant to clause (ie) five (5) Business Days shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the giving declaration of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelyacceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 occurs with respect to the Issuer occursCompany, the principal of, amount of premium, if any, and accrued interest on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Holders of at least a majority in principal amount of the outstanding Securities Notes, by written notice to the Trustee Company and to the Trustee, may waive all past defaults and rescind any such and annul a declaration of acceleration and its consequences. In consequences if (i) all existing Events of Default, other than the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration nonpayment of the principal amount of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (ii) the Securities as described above be annulled, waived rescission would not conflict with any judgment or rescinded upon the happening decree of any such eventsa court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Issuer) occurs with respect to the Securities and is continuing, the Trustee by written notice to the Issuer or the Holders of at least 2530% in of the aggregate principal amount of the outstanding Securities, Securities by written notice to the IssuerIssuer and the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest interest, if any, on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest 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 Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such an acceleration and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(e6.01(d), such Event of Default and all consequences thereof (excludingincluding, howeverwithout limitation, any resulting payment defaultthe declaration of acceleration of the Securities) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, default, notice or action (as the case may be) giving rise to such Event of Default or (z) the default or acceleration that is the basis for such Event of Default has been curedcured or waived, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event (a) In the case of Default (other than an Event of Default specified in Section 6.01(fclause (9) or (g10) of Section 6.01, with respect to the a Co-Issuer) , all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs with respect to the Securities and is continuing, the Trustee Trustee, by written notice to the Co-Issuers, or the Holders of at least 2530% in principal amount of the then outstanding SecuritiesNotes, by written notice to the IssuerTrustee and the Co-Issuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided. Any such notice from the Trustee or Holders shall specify the applicable Event(s) of Default, howeverstate that such notice is a “Notice of Acceleration” and may not be given with respect to any action taken, that so long as any Bank Indebtedness remains outstandingand reported publicly or to Holders, no more than two years prior to such acceleration shall be effective until the earlier Notice of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is acceleratedAcceleration. Upon such declaration of acceleration pursuant to a declaration, such principal and interest shall be due and payable immediately. If an Event Notice of Default specified in Section 6.01(f) or (g) with respect to the Issuer occursAcceleration, the aggregate principal of, premiumof and accrued and unpaid interest, if any, and interest on all the Securities outstanding Notes shall become and be immediately due and payable without any declaration further action or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequencesnotice. In the event of any Event of Default specified in Section 6.01(e6.01(5), such Event of Default and all its 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, if within 20 days after such Event of Default arose the Issuer Company delivers an Officers’ Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities Notes as described above be annulled, waived or and rescinded upon the happening of any such events.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Securities, by notice to the Issuer, Notes may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payablepayable immediately; provided, however, that that, so long as any Bank Indebtedness remains Designated Senior Debt shall be outstanding, no such acceleration shall be effective until the earlier of (i) acceleration of any such Designated Senior Debt or (ii) five (5) Business Days business days after the giving of written notice to the Issuer Company and the Representatives representatives under the Credit Agreements and (ii) Designated Senior Debt of such acceleration. Notwithstanding the day on which any Bank Indebtedness is accelerated. Upon such a declarationforegoing, such principal and interest shall be due and payable immediately. If in the case of an Event of Default specified in Section 6.01(fclauses (h) or (gi) with respect to the Issuer occursof Section 6.01, the principal of, premium, if any, and interest on all the Securities shall outstanding Notes will become and be immediately due and payable without any declaration further action or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequencesnotice. In the event of any Event of Default specified in clause (e) of Section 6.01(e)6.01, such Event of Default and all consequences thereof (excludingincluding, howeverwithout limitation, any acceleration or resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the HoldersHolders of the Notes, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged in a manner that does not violate the terms of this Indenture or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) Default. In the default that is the basis for such case of any Event of Default has been curedoccurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of Section 3.07(a) hereof, it being understood that 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 September 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to September 15, 2002, then the amount payable in no event respect of such Notes for purposes of this paragraph for each of the twelve-month periods beginning on September 15 of the years indicated below shall an acceleration be set forth below, expressed as percentages of the principal amount that would otherwise be due but for the provisions of this sentence, plus accrued and unpaid interest and Liquidated Damages, if any, to the Securities as described above be annulled, waived or rescinded upon the happening date of any such events.payment: Year Percentage ---- ---------- 1997................................................... 110.375% 1998................................................... 109.338% 1999................................................... 108.300% 2000................................................... 107.263% 2001................................................... 106.225%

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f7.1(i) or (gj) hereof with respect to the IssuerCompany) occurs with respect to the Securities and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in of the principal amount of the outstanding SecuritiesNotes then outstanding, by written notice to the IssuerCompany (and to the Trustee if such notice is given by such Holders), may may, and the Trustee at the request of such Holders shall, declare the all unpaid principal of, premium, if any, and accrued but unpaid interest on all the Securities on, such Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is acceleratedpayable immediately. Upon such a declarationdeclaration of acceleration, such principal and accrued interest shall be due and payable immediatelypayable. If an Event of Default specified in Section 6.01(f7.1(i) or (gj) hereof with respect to the Issuer Company occurs, the all unpaid principal of, premium, if any, and accrued interest on all the Securities Notes then outstanding shall IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Company, the Trustee or any HoldersHolder. In the event of a declaration of acceleration because an Event or Default set forth in clause Section 7.1(g) hereof has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to Section 7.1(g) hereof shall be remedied or cured or waived by the holders of the relevant Indebtedness within 30 days after such event of default; PROVIDED, that no judgment or decree for the payment of the money due on Notes has been obtained by the Trustee as provided in this Indenture. The Holders of a majority in of the aggregate principal amount of the Notes outstanding Securities by notice to the Trustee may rescind any such an acceleration and its consequences. In consequences if the event of rescission would not conflict with any Event judgment or decree and if all existing Events of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has have been discharged or (y) the holders thereof have rescinded cured or waived the except nonpayment of principal or interest (including Default Interest) that has become due solely because of acceleration, notice or action (as the case may be) giving rise to . No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such events.right consequent thereto. -50-

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 IssuerCompany) occurs with respect to the Securities and is continuing, the Trustee by notice in writing to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities, Securities by notice in writing to the IssuerCompany and the Trustee, may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Securities to be due and payablepayable with such notice to specify the Event of Default and that such notice is a "notice of acceleration" ("Acceleration Notice"); provided, however, that so long until such time as any the Bank Indebtedness remains outstandingis paid in full, no such acceleration Acceleration Notice with respect to an Event of Default described in Section 6.01(1) shall be effective until the earlier of (ia) five (5) the fifth Business Days Day after the giving of written notice the Acceleration Notice to the Issuer Company and the Representatives Representative under the Credit Agreements Agreement (but only if such Event of Default is then continuing) and (iib) the day on which any acceleration of the Bank Indebtedness is acceleratedIndebtedness, in each case subject to Article 10. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(7) or (g) 8) with respect to Parent or the Issuer occursCompany occurs and is continuing, the principal of, premium, if any, of and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such an acceleration and its consequences. In consequences if the event of rescission would not conflict with any Event judgment or decree and if all existing Events of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has have been discharged or (y) the holders thereof have rescinded cured or waived the except nonpay- 80 ment of principal or interest that has become due solely because of acceleration, notice or action (as the case may be) giving rise to . No such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (9) and (10) of Section 6.01(f6.1 hereof) or (g) with respect relating to the Issuer) Company or any Subsidiary Guarantor, if any, occurs with respect to the Securities and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Securities, Notes by written notice to the IssuerCompany and the Trustee, may declare the unpaid principal of, premium, if any, amount of and any accrued but and unpaid interest on all the Securities Notes to be due and payablepayable immediately. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall notify the holders of Designated Senior Debt of such acceleration. Upon such declaration the principal and interest shall be due and payable immediately; provided, however, that so long as any Bank Indebtedness remains Designated Senior Debt or any commitment therefor is outstanding, no any such acceleration notice or declaration shall be not become effective until the earlier of (ia) five (5) Business Days after the giving of written such notice is delivered to the Issuer and Representative for the Representatives under the Credit Agreements and Designated Senior Debt or (iib) the day acceleration of any Designated Senior Debt and thereafter, payments on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest the Notes pursuant to this Article 6 shall be due and payable immediatelymade only to the extent permitted pursuant to Article 10 herein. If an Notwithstanding the foregoing, if any Event of Default specified in Section 6.01(fclause (9) or (g10) with respect of Section 6.1 hereof relating to the Issuer Company, or any Significant Subsidiary occurs, the principal of, premium, if any, and interest on all the Securities such an amount shall ipso facto become and be immediately due and payable without any declaration or other act or notice on the part of the Trustee or any HoldersHolder. The After a declaration of acceleration under this Indenture, but before a judgment or decree for payment of principal, premium, if any, and interest on the Notes due under this Article 6 has been obtained by the Trustee, Holders of a majority in principal amount of the then outstanding Securities Notes by written notice to the Company and the Trustee may rescind any such an acceleration and its consequences. In consequences if (i) the event of Company or any Event of Default specified in Section 6.01(e)Subsidiary Guarantor, such Event of Default and if any, has paid or deposited with the Trustee a sum sufficient to pay (a) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or under this Indenture and the Holdersreasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and (b) all overdue interest on the Notes, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the accelerationany, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.74 68

Acceleration. If Upon the occurrence and continuance of an Event of Default (other than an Event of Default specified in under Section 6.01(f) or (g) with respect to the Issuer) occurs with respect to the Securities and is continuing9.01 hereof, the Trustee or may, and upon the Holders written request of at least 25% the Owners of not less than a majority in aggregate principal amount of the outstanding SecuritiesBonds then Outstanding, shall (in all cases only with the consent of the Bank or the Bond Insurer, to the extent required by Section 9.03), by notice in writing delivered to the Borrower, with copies to the Issuer, may the Bond Insurer, the Liquidity Provider, the Bank, the Remarketing Agent and the Auction Agent, declare the principal of, premium, if any, of all Bonds and the interest accrued but unpaid interest on all thereon to the Securities to be date of such declaration immediately due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall thereupon become and be immediately due and payable without payable; provided that interest shall continue to accrue until all such amounts are paid. On the date of any declaration or other act such declaration, the Trustee shall promptly draw upon any then existing Letter of Credit in accordance with the terms thereof and apply the amount so drawn to pay the principal of and interest on the part Bonds so declared to be due and payable. Upon any such declaration, the Trustee shall declare all indebtedness related to the Bonds and payable under Section 4.2(a) of the Trustee or any HoldersAgreement to be immediately due and payable in accordance with Section 6.2 of the Agreement and may exercise and enforce such rights as exist under the Agreement and this Indenture. The Holders above provisions are subject to waiver, rescission and annulment as provided in Section 9.09 hereof. Upon receipt of a majority in principal amount of notice pursuant to Section 9.01(f) or Section 9.01(g) from the outstanding Securities by notice to Bank, the Trustee may rescind any such acceleration shall promptly draw upon the related Letter of Credit in accordance with the terms thereof and its consequencesapply the amount so drawn to pay the principal of and interest on the Bonds. In Each Rating Agency shall receive immediate notice from the event Trustee of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsBonds pursuant to Section 9.01(g).

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(6) or (g) with respect to the Issuer7)) occurs with respect to the Securities and is continuing, the Trustee by notice to the Issuer, the Guarantor or the Holders of at least 25% in outstanding principal amount of the outstanding Securities, Notes by notice to the Issuer, may the Guarantor and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until payable specifying the earlier respective Event of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is acceleratedDefault. Upon such a declaration, such principal principal, premium and interest shall be immediately due and payable immediatelypayable. In the event of a declaration of acceleration because an Event of Default set forth in Section 6.01(4) or (5) above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(4) or (5) shall be remedied or cured by the Issuer, the Guarantor and/or the relevant Subsidiaries or waived by the holders of the relevant Indebtedness within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except for nonpayment of principal, premium, or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event of Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Issuer occursoccurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities shall Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the Notes then outstanding Securities by notice to the Trustee may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such an acceleration with respect to the Notes and its consequences. In consequences if (i) the event rescission would not conflict with any judgment or decree of any Event a court of Default specified in Section 6.01(e)competent jurisdiction and (ii) all existing Events of Default, such Event other than the nonpayment of Default and all consequences thereof (excludingprincipal of, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holderspremium, if within 20 days after any, and interest on the Notes that have become due solely because of such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice have been cured or action (as the case may be) giving rise to waived. No such rescission shall affect any subsequent Default or Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.