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Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’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or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of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in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.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(f6.01(g) or (gh) with respect to the an Issuer) occurs with respect to the Securities and is continuing, the Trustee by written notice to the Issuers or the Holders of at least 2530% in 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 principal, premium 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 an 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 At any time after such a declaration of acceleration with respect to the Securities has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article 6 provided, the Holders of a majority in aggregate principal amount of the outstanding Securities Securities, by written notice to the Trustee Issuers and the Trustee, may rescind any and annul such declaration and its consequences if: (1) the Issuers have paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue interest on the Securities, (B) the principal of and premium, if any, on the Securities which have become due otherwise than by such declaration of acceleration and its consequences. In any interest thereon at the event rate or rates prescribed therefor in the Securities, (C) to the extent that payment of any Event of Default specified such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in Section 6.01(e)the Securities, such Event of Default and and (D) 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 Holderscompensation, if within 20 days after such Event reasonable expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default arose the Issuer delivers an Officers’ Certificate with respect to the Trustee stating that (x) Securities, 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 and premium, if any, on the Securities which 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. No such rescission shall affect any subsequent Default 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 (6) or (g7) with respect to the Issuerof Section 6.01 hereof) occurs with respect to the Securities and is continuingcontinuing under this Indenture, the Trustee Trustee, upon receipt of actual written notice of a default, or the Holders of at least 2530% in principal amount of the then total outstanding Securities, by notice to the Issuer, Notes 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 acceleratedpayable immediately. Upon the effectiveness of such a declaration, such principal and interest shall be due and payable immediately. If The Trustee shall have no obligation to accelerate the Notes if it believes in good faith that acceleration is not in the best interests of the Holders of the Notes. Notwithstanding the foregoing, in the case of an Event of Default specified in Section 6.01(farising under clause (6) or (g7) with respect to the Issuer occursof Section 6.01 hereof, the principal of, premium, if any, and interest on all the Securities outstanding Notes shall become and be immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdersnotice. 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 all of the Holders of all of the Notes rescind any such acceleration with respect to the Notes and its consequencesconsequences if such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. In the event of any Event of Default specified in clause (4) of Section 6.01(e)6.01 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 arose: (x1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or discharged; or (y2) 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 Default; or (z3) 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 specified in Section 6.01(5) or Section 6.01(6) with respect to the Issuer occurs, all outstanding Securities shall become immediately due and payable without any further action or notice. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(5) or (gSection 6.01(6) with respect to the Issuer) occurs with respect to shall have occurred and be continuing under this Indenture and the Securities and is continuingof any Series, the Trustee or the Holders of at least 25% in principal amount of the outstanding SecuritiesTrustee, by notice to the Issuer, or the Holders of at least twenty-five percent (25%) in aggregate principal amount of the Securities of such Series then outstanding by notice to the Issuer and the Trustee, may declare all amounts owing under such Securities of such Series to be due and payable immediately. Upon such acceleration or declaration of acceleration, the aggregate principal (or, if any Securities of that Series are Discount Securities, such portion of the principal of, premium, if any, as may be specified in the terms of such Securities) of and accrued but and unpaid interest on all the outstanding Securities to be of such Series shall immediately become due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no after such acceleration shall be effective until the earlier or declaration of (i) five (5) Business Days after the giving acceleration, but before a judgment or decree based on acceleration or 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 immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occursacceleration, 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 aggregate principal amount of the such outstanding Securities of such Series may rescind and annul such acceleration or declaration of acceleration: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Defaults have been cured or waived (except nonpayment of principal and interest that has become due solely because of this acceleration); (3) 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 notice such declaration of acceleration), has been paid; (4) if the Issuer has paid to the Trustee may rescind any such acceleration its reasonable compensation and reimbursed the Trustee of its consequences. In expenses, disbursements and advances; and (5) in the event of any Event a cure or waiver of a Default specified of the type set forth in Section 6.01(e6.01(5) or Section 6.01(6), 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 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 Holdings, the IssuerCompany or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements for a fiscal quarter end provided as required under Section 4.03 hereof) 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 2530% 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 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 any declaration or other act on immediately. The Trustee shall have no obligation to accelerate the part Notes if, in the best judgment of the Trustee or any HoldersTrustee, acceleration is not in the best interest of the Holders of the Notes. 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 clause (4) of Section 6.01(e)6.01 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 arose: (x1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or discharged; or (y2) 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 Default; or (z3) 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(4) or (g5)) occurs and is continuing with respect to Securities of any series at the Issuer) occurs with respect to the Securities and is continuingtime outstanding, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities, Securities of that series by notice to the IssuerCompany and the Trustee, may declare to be due and payable immediately (1) the principal ofamount (or, premiumif the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Securities of that series) of all of the Securities of that series then outstanding and (2) interest, 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 accelerateddate of acceleration. Upon such a declaration, such principal amount (or specified amount) and interest interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01 (4) or (g5) with respect to the Issuer occursoccurs and is continuing, (1) the principal ofamount (or, premiumif the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Securities of that series) of all of the Securities of that series then outstanding and (2) interest, if any, and interest on all accrued to the Securities date of such acceleration shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholders. The Holders of a majority in aggregate principal amount of the outstanding Securities of the series with respect to which an acceleration applies by notice to the Trustee may rescind any such an acceleration and its consequences. In the event of any Event consequences with respect to such series if all existing Events of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting other than the non-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 accrued interest, if any, on Securities that have become due solely by such acceleration) with respect to Securities of that series have been cured or waived and if the Securities as described above be annulled, waived 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 consequence thereon.

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 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 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 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 Notwithstanding Section 2(a) above: i. In the event that you incur a Qualifying Termination (other than an Event due to your death or due to a termination by the Company Group due to your Disability) prior to the Award satisfying the Service Condition in full, subject to and conditioned upon your execution of Default specified a general release of claims in Section 6.01(fa form prescribed by the Company (the “Release”) within twenty-one (21) days (or forty-five (g45) days if necessary to comply with applicable law) after the date of such Qualifying Termination and, if you are entitled to a seven (7) day post-signing revocation period under applicable law, your non-revocation of such Release during such seven (7) day period, the Award shall satisfy the Service Condition (to the extent not then-satisfied) on the fifty-fifth (55th) day following the date of such Qualifying Termination with respect to a pro-rata portion of the Award determined by multiplying (x) the portion of the Award that would have satisfied the Service Condition on the first regularly scheduled Service Condition satisfaction date following the date of such Qualifying Termination had you remained in Continuous Service through such date, by (y) a fraction, the numerator of which is the number of days elapsed from the immediately preceding Service Condition satisfaction date (or, if none, from the Grant Date) of the Award through and including the date of such Qualifying Termination, and the denominator of which is three hundred and sixty-five (365) (and, for clarity, the Award will, following such Qualifying Termination, remain outstanding and eligible to satisfy the Service Condition on the fifty-fifth (55th) day following the date of such Qualifying Termination if the Release has become effective and, if applicable, irrevocable and (to the extent that the Service Condition has not previously been satisfied) will be forfeited without payment on the fifty-fifth (55th) day following the date of such Qualifying Termination if the Release has not become effective and, if applicable, irrevocable on or before such date). ii. In the event that you incur a Qualifying Termination due to your death or due to a termination by the Company Group due to your Disability, in either case, prior to the Award satisfying the Service Condition in full, the Award shall satisfy the Service Condition in full (to the extent not then-satisfied) on the date of such Qualifying Termination. iii. In the event that you incur a Qualifying Termination on or within twelve (12) months following a Change in Control (as defined in the 2014 Plan or any successor plan thereto), the Administrator may determine, in its sole discretion, whether to accelerate the satisfaction (in whole or in part) of the Service Condition and/or Performance Condition, as applicable, with respect to the Issuer) occurs with respect Award and/or whether to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount accelerate payment 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 Award (in whole or in part) in connection with 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 eventsQualifying 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 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. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (7) or (g) with respect to the Issuer) 8) 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 Notes then outstanding Securities, 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, 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 (5) 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 (i) five default triggering such Event of Default pursuant to clause (5) Business Days of Section 6.01 shall be remedied or cured by the Company or the relevant Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the 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 (7) or (g) 8) of Section 6.01 occurs with respect to the Issuer occursCompany, the principal 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 Holders. Holder. (b) 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 (1) all existing Events of Default, other than the event nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. (c) Notwithstanding the foregoing, to the extent elected by the Company, the sole remedy for an Event of Default specified in relating to the failure to comply with Section 6.01(e), 4.17 and for any failure to comply with the requirements of Section 314(a)(1) of the Trust Indenture Act will for the first 120 days after the occurrence of such an 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 consist exclusively of the Trustee or right to receive Additional Interest on the Holders, if within 20 days after such Event of Default arose the Issuer delivers Notes 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 Notes. The Additional Interest will be paid semi-annually in arrears, with the first semi-annual payment due on the first Interest Payment Date following the date on which the Additional Interest begins to accrue on any Notes. The Additional Interest will accrue on all outstanding Notes from and including the date on which such Event of Default first occurs to, but excluding, the 120th day thereafter (or such earlier date on which such Event of Default shall have been cured or waived). On such 120th day (or earlier, if such Event of Default is cured or waived prior to such 120th day), such Additional Interest will cease to accrue and, if such Event of Default has not been cured or waived prior to such 120th day, the Notes will be subject to acceleration as described above provided above. In the event the Company does not elect to pay Additional Interest upon an Event of Default in accordance with this Section 6.02(c), the Notes will be annulledsubject to acceleration as provided above. If the Company elects to pay such Additional Interest, waived it will notify the Trustee and Paying Agent of such election on or rescinded upon before the happening close of any business on the date on which such eventsEvent of Default first occurs.

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 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 any Event of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) with respect to the Issuerof Section 6.01 hereof) occurs with respect to the Securities and is continuingcontinuing under this Indenture, the Trustee may, by notice to the Issuers, or the Holders of at least 2530% in principal amount of the then-outstanding SecuritiesNotes may, by notice to the IssuerIssuer and the Trustee, may in each case, 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 payablepayable immediately; providedprovided that, however, that so long as any Bank Indebtedness remains permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or (i2) five (5) Business Days after the giving of written notice of such acceleration by the Trustee or any Holder to the Issuer Issuers and the Representatives under administrative agent with respect to the Senior Credit Agreements and (ii) the day on which any Bank Indebtedness is acceleratedFacilities. Upon such a declarationthe effectiveness of any declaration of acceleration, such the principal and interest on the Notes shall be due and payable immediately. If The Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the interests of the Holders of the Notes. Notwithstanding the foregoing, in the case of an Event of Default specified in Section 6.01(farising under clause (6) or (g7) with respect to the Issuer occursof Section 6.01 hereof, the principal of, premium, if any, and interest on all the Securities outstanding Notes shall become and be immediately due and payable immediately 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 (4) of Section 6.01(e)6.01 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 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 arose: (x1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or discharged; (y2) 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 Default; or (z3) 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(f6.01(a)(v) or (g) above with respect to the IssuerCompany) occurs shall have occurred with respect to the a series of Securities and be continuing and is continuingknown to the Trustee, the Trustee Trustee, by written notice to the Company, or the Holders of at least not less than 25% in principal amount aggregate Principal Amount of the outstanding Securitiesthen Outstanding Securities of that series, by written notice to the IssuerCompany and the Trustee, may declare the unpaid principal of, of (and premium, if any, ) and any accrued but and unpaid interest on all the Securities of the affected series to be immediately due and payable; provided, however, . Any such notice shall specify the Event of Default and that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier it is a “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 accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. Acceleration.” If an Event of Default specified in Section 6.01(f6.01(a)(v) or (g) above occurs with respect to the Issuer occursCompany, then the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration further notice or other act action on the part of the Trustee or any Holders. The Holder. (b) At any time after such a declaration of acceleration with respect to the Securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article VI provided, the Holders of a majority in principal amount Principal Amount of the outstanding Outstanding Securities of such series, by written notice to the Trustee Company and the Trustee, may rescind any and annul such declaration and its consequences if (i) the Company has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue interest on all of the Securities of that series; (B) the principal of (and premium, if any, on) Securities of that series which has become due otherwise than by such declaration of acceleration and its consequences. In any interest thereon at the event rate or rates prescribed therefor in the Securities of any Event that series; (C) to the extent that payment of Default specified such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in Section 6.01(e), such Event the Securities of Default and that series; and (D) 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, if within 20 days after such Event expenses, disbursements, and advances of the Trustee and its agents and counsel and (ii) all Events of Default arose the Issuer delivers an Officers’ Certificate with respect to the Trustee stating Securities of that (x) series, other than the Indebtedness or guarantee non-payment of the principal of the Securities of that is the basis for series which have become due solely by such Event declaration of Default has acceleration, have been discharged or (y) the holders thereof have rescinded cured or waived the acceleration, notice as provided in Section 6.04. No such rescission shall affect any subsequent Default 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 eventsrights relating thereto.

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 any Event of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) with respect to the Issuerof Section 6.01 hereof) occurs with respect to the Securities and is continuingcontinuing under this Indenture, the Trustee Trustee, upon receipt of actual written notice of default, or the Holders of at least 2530% in principal amount of the then total outstanding Securities, by notice to the Issuer, Notes 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 acceleratedpayable immediately. Upon the effectiveness of such a declaration, such principal and interest shall be due and payable immediately. If The Trustee shall have no obligation to accelerate the Notes if it believes in good faith that acceleration is not in the best interests of the Holders of the Notes. Notwithstanding the foregoing, in the case of an Event of Default specified in Section 6.01(farising under clause (6) or (g7) with respect to the Issuer occursof Section 6.01 hereof, the principal of, premium, if any, and interest on all the Securities outstanding Notes shall become and be immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdersnotice. 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 all of the Holders of all of the Notes rescind any such acceleration with respect to the Notes and its consequencesconsequences if such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. In the event of any Event of Default specified in clause (4) of Section 6.01(e)6.01 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 arose: (x1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or discharged; or (y2) 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 Default; or (z3) 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 On and at any time after the occurrence of an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to which is continuing the Issuer) occurs with respect to Agent may, and shall if so directed by the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding SecuritiesMajority Lenders, by notice to the IssuerBorrower: (a) cancel the Total Commitments, may whereupon they shall immediately be cancelled; (b) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, declare that all or part of the principal ofUtilisations, premium, if anytogether with accrued interest, and all other amounts accrued but unpaid interest on all or outstanding under the Securities to Finance Documents be immediately due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration whereupon they 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 become immediately due and payable; (c) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, declare that all or part of the Utilisations be payable immediately. If on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; (d) notify the Intercreditor Agent that an Event of Default specified has occurred and continuing and instruct the Intercreditor Agent or the Common Security Agent (through the Intercreditor Agent) to issue one or more Enforcement Notices; and/or (e) exercise or direct the Intercreditor Agent or the Common Security Agent (through the Intercreditor Agent) to exercise any or all of its rights, remedies, powers or discretions under any of the Finance Documents and/or the High Yield Note Documents and/or (if the High Yield Note Refinancing has occurred) any document or instrument in Section 6.01(f) or (g) with respect of the high yield notes issued pursuant 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 High Yield Note Refinancing and/or any declaration document or other act on the part instrument in respect of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice high yield notes issued pursuant to the Trustee may rescind Additional High Yield Notes and/or (if the Additional High Yield Note Refinancing has occurred) pursuant to the Additional High Yield Note Refinancing (in each case, including, following the issue of an Enforcement Notice, any such acceleration and its consequences. In rights, remedies, powers or discretions which first require the event issue of any Event of Default specified in Section 6.01(esuch a notice), 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 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 Upon the occurrence and continuance of an Event of Default (other than pursuant to Section 5.1(f) or (g)), the Trustee or Holders of not less than 25% in aggregate principal amount of the Notes may, by written notice to the Company and the Trustee, declare all the Notes then Outstanding to be immediately due and payable. In the case an Event of Default specified set forth in Section 6.01(f5.1(f) or (g) with respect to the Issuer) occurs with respect to the Securities has occurred 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, Outstanding Notes shall be automatically and accrued but unpaid interest on all the Securities to be immediately due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until . In 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 event an Event of Default specified set forth in Section 6.01(f5.1(d) or (g) above has occurred and is continuing with respect to the Issuer occursNotes, such Event of Default will be automatically rescinded and annulled once the payment default or event of default triggering such Event of Default pursuant to Section 5.1(d) is remedied or cured by the Company and/or the relevant Restricted Subsidiary or waived by the Holders of the relevant Indebtedness. No such rescission and annulment will affect any subsequent Event of Default or impair any right consequent thereto. Upon any such declaration of acceleration, the principal of, premium, if any, of the Notes so accelerated and the interest on accrued thereon and all the Securities shall other amounts payable with respect to such Notes will become and be immediately due and payable without payable. If the Event of Default or Events of Default giving rise to any such declaration or other act on of acceleration are cured following such declaration, such declaration may be rescinded by the part Holders of such Notes in the manner set forth in this Indenture. At any time after a declaration of acceleration with respect to the Notes, the Holders of a majority in aggregate principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission will affect any subsequent Default or impair any Holdersrights relating thereto. The Holders of a majority in principal amount of the outstanding Securities by notice Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of, premium, if any, or interest on any Notes. The Trustee is under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee may rescind any such acceleration indemnity satisfactory to it. Subject to all provisions of this Indenture and its consequences. In applicable law, the event Holders of any Event of Default specified a majority 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 aggregate principal amount of the Securities as described above be annulledthen Outstanding Notes have the right to direct the time, waived method and place of conducting any proceeding for any remedy available to the Trustee or rescinded upon exercising any trust or power conferred on the happening of any such eventsTrustee.

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 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 In the case of an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the IssuerIssuer pursuant to clause (6) of Section 6.01, principal of and accrued and unpaid interest on all the Notes that are outstanding 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 by notice to the Issuer or the Holders of at least 2530% in principal amount of the Notes that are 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 Trustee, may declare the Credit Agreements principal of and (ii) accrued and unpaid interest on 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; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an 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 to the Issuer and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Default shall be deemed repeated at all times until the resulting Event of Default specified is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in Section 6.01(f) or order to verify the accuracy of such H▇▇▇▇▇’s Position Representation within five Business Days of request therefor (g) with respect a “Verification Covenant”). The Trustee shall have no duty whatsoever to provide this information to the Issuer occursor to obtain this information for the Issuer. In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee. If, following the delivery of a Noteholder Direction, but prior to the acceleration of the Notes, the principal ofIssuer determines in good faith that there is a reasonable basis to believe a Directing Holder providing such Noteholder Direction was, premiumat any relevant time, if any, in breach of its Position Representation 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 provides to the Trustee may rescind any evidence that the Issuer has filed papers with a court of competent jurisdiction seeking a determination that such acceleration Directing Holder was, at such time, in breach of its Position Representation, and its consequences. In the event of seeking to invalidate any Event of Default specified in Section 6.01(e)that resulted from the applicable Noteholder Direction, 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 cure period with respect to such Event of Default or (z) shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the default delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee an Officer’s Certificate stating that is a Directing Holder failed to satisfy its Verification Covenant, the basis for cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Event of Default; provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders to the Trustee which obligations shall continue to survive. With their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Issuer in accordance with the terms of this section. Each Holder and subsequent purchaser of the Notes waives in this Indenture any and all claims, in law and/or in equity, against the Trustee and agrees in this Indenture not to commence any legal proceeding against the Trustee in respect of, and agrees in this Indenture that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.02, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Issuer agrees to waive in this Indenture any and all claims, in law and/or in equity, against the Trustee, and in this Indenture not to commence any legal proceeding against the Trustee in respect of, and agrees in this Indenture that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.02, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. In connection with the requisite percentages required under this section, the Trustee shall also treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been cured, it being understood that in no event shall an acceleration obtained with respect to the initial delivery of the principal amount Noteholder Direction. The Issuer will confirm in this Indenture that any and all other actions that the Trustee takes or omits to take under this Section 6.02 and all fees, costs and expenses of the Securities as described above Trustee and its agents and counsel arising hereunder and in connection herewith shall be annulled, waived or rescinded upon covered by the happening of any such eventsIssuer’s indemnifications under Section 7.06.

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 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 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 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 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 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 (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 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. (a) 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 2525.0% in 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, provided that no such declaration shall occur with respect to any action taken, and reported publicly or to Holders, more than two years prior to the date of such declaration. If Notwithstanding the foregoing, in the case of an Event of Default specified in arising under clauses (viii) and (ix) of Section 6.01(f) or (g) with respect to the Issuer occurs6.01(a), 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 the part notice. Holders of the Trustee Notes may not enforce this Indenture or any Holdersthe Notes except as provided in this Indenture. The Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Securities by Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Trustee may rescind any such acceleration and its consequences. payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. (b) In the event of a declaration of acceleration because an Event of Default set forth in clause (v) of Section 6.01(a) 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 such clause (v) shall be remedied or cured by the Company or the relevant Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 30 days after the declaration of acceleration with respect thereto. (c) Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (other than a Regulated Bank) (each, a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Company and the Trustee that such Holder is not (or, in the case such Holder is the Depository or its nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting 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 Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such H▇▇▇▇▇’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 owner 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. (d) If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officers’ Certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default specified in Section 6.01(e)that resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived automatically stayed 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 cure period with respect to such Event of Default or 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 Company provides to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation 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 (z) other than any indemnity such Holder may have offered the default Trustee), with the effect that is the basis for such Event of Default has been curedshall 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. (e) Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraphs. In addition, for the avoidance of doubt, the foregoing paragraphs shall not apply to any Holder that is a Regulated Bank. (f) For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it being understood that in accordance with this Indenture, shall have no event shall an acceleration of duty to inquire as to or investigate the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening accuracy of any such eventsPosition Representation, enforce compliance with any Verification Covenant, verify any statements in any Officers’ Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Company, any Holder or any other Person in acting in good faith on a Noteholder Direction.

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 any Event of Default (other than an Event of Default of the type specified in clause (vi) of Section 6.01(f6.01(a) or (g) with respect to the Issuerhereof) occurs with respect to the Securities and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25not less than 30.0% in aggregate principal amount of all the then outstanding SecuritiesNotes may, by notice to the IssuerIssuers (and, may prior to the Escrow Release Date, the Escrow Issuers) and the Trustee, in either case specifying in such notice the respective Event of Default and that such notice is a “notice of acceleration”, 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; provided, that no such declaration may be made with respect to any action taken, and reported publicly or to Holders, more than two years prior to such declaration. If Any notice of Default under clauses (iii), (iv), (v) or (vii) of Section 6.01(a) hereof, notice of acceleration with respect to an Event of Default specified in Section 6.01(funder clauses (iii), (iv), (v) or (gvii) of Section 6.01(a) hereof, instruction to the Trustee to provide a notice of Default under clauses (iii), (iv), (v) or (vii) of Section 6.01(a) hereof, notice of acceleration with respect to an Event of Default under clauses (iii), (iv), (v) or (vii) of Section 6.01(a) hereof or instruction to the Trustee to take any other action with respect to an alleged Default or Event of Default under clauses (iii), (iv), (v) or (vii) of Section 6.01(a) hereof (a “Noteholder Direction”) provided by any one or more Holders (other than a Regulated Bank) (each, a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) and the Trustee that such Holder is not (or, in the case such Holder is DTC or DTC’s nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (each, a “Position Representation”), which representation, in the case of a Noteholder Direction relating to 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 Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) with such other information as the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) may reasonably request from time to time in order to verify the accuracy of such Directing Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or DTC’s nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or DTC’s nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer occursor the Escrow 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 the Issuer or the Escrow Issuer provides to the Trustee an Officer’s Certificate certifying that the Issuer has (i) a good faith reasonable basis to believe that one or more Directing Holders were at any relevant time in breach of their Position Representation or their Verification Covenant and (ii) initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holders were, at such time, in breach of their 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 nonappealable determination of a court of competent jurisdiction on such matter. If such Officer’s Certificate has been delivered to the Trustee, the Trustee shall refrain from acting in accordance with such Noteholder Direction until such time as the Issuer provides to the Trustee an Officer’s Certificate stating that (i) such Directing Holders have satisfied their Verification Covenant or (ii) such Directing Holders have failed to satisfy its Verification Covenant, and during such time the cure period with respect to any 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; provided, that the Issuer shall promptly deliver such Officer’s Certificate to the Trustee upon becoming aware that the Directing Holders have satisfied their Verification Covenant or have failed to satisfy the Verification Covenant. Any breach of the Position Representation (as evidenced by delivery to the Trustee of the Officer’s Certificate stating that such Directing Holder failed to satisfy its Verification Covenant) shall result in such Directing Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Directing Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, and any related acceleration rescinded, and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such alleged Default or Event of Default, shall not be permitted to act thereon and shall be restricted from accepting and acting on any future Noteholder Direction in relation to such Event of Default. If the Directing Holder has satisfied its Verification Covenant, then the Trustee shall be permitted to act in accordance with such Noteholder Direction. Notwithstanding the above, if such Directing Holder’s participation is not required to achieve the requisite level of consent of Holders required under the Indenture to give such Noteholder Direction, the Trustee shall be permitted to act in accordance with such Noteholder Direction notwithstanding any action taken or to be taken by the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) (as described above). The Trustee shall be entitled to conclusively rely on any Noteholder Direction or Officer’s Certificate delivered to it in accordance with the Indenture without verification, investigation or otherwise as to the statements made therein. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraphs. In addition, for the avoidance of doubt, the foregoing paragraphs shall not apply to any Holder that is a Regulated Bank. Each Holder by accepting a Note acknowledges and agrees that the Trustee (and any agent) shall not be liable to any person for acting or refraining to act in accordance with (i) the foregoing provisions, (ii) any Noteholder Direction, (iii) any Officer’s Certificate or (iv) its duties under the Indenture, as the Trustee may determine in its sole discretion. The Trustee shall have no obligation (i) to monitor, investigate, verify or otherwise determine if a Holder has a Net Short position, (ii) investigate the accuracy or authenticity of any Position Representation, (iii) inquire if the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) will seek action to determine if a Directing Holder has breached its Position Representation, (iv) enforce any Verification Covenant, (v) monitor any court proceedings undertaken in connection therewith, (vi) monitor or investigate whether any Default or Event of Default has been publicly reported or (vii) otherwise make any calculations, investigations or determinations with respect to any Derivative Instruments, Net Short position, Long Derivative Instrument, Short Derivative Instrument or otherwise. Upon the effectiveness of such declaration, or in the case of clauses (3), (4), (5) or (7) of the first paragraph of this section, upon a valid Noteholder Direction, to accelerate the Notes, 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 (vi) or (vii) of Section 6.01(a) hereof, 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. In addition, subject to Section 6.05, the part Trustee will have no obligation to accelerate the Notes if in the judgment of the Trustee or any Holders. The acceleration is not in the interests of the Holders of a majority in principal amount all of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequencesNotes. In the event of any Any Default or Event of Default specified resulting from the failure to deliver a notice, report or certificate under this Indenture shall cease to exist and be cured in Section 6.01(e), such all respects if the underlying Default or 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 notice, report or certificate requirement shall have ceased to exist and/or be cured (including pursuant to this paragraph). For the avoidance of doubt, each of the parties hereto agree that any court of competent jurisdiction may (x) extend or stay any grace period set forth in this Indenture prior to when any actual or alleged Default becomes an actual or alleged Event of Default or (zy) stay the default that is exercise of remedies by the basis for such Trustee or Holders contemplated by this Indenture or otherwise upon the occurrence of an actual or alleged Event of Default has been curedDefault, it being understood that in no event shall an acceleration each case of clauses (x) and (y), in accordance with the principal amount requirements of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsapplicable law.

Acceleration. If In the case of an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the IssuerIssuer pursuant to clause (6) of Section 6.01, principal of and accrued and unpaid interest on all the Notes that are outstanding 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 by notice to the Issuer or the Holders of at least 2530% in principal amount of the Notes that are 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 Trustee, may declare the Credit Agreements principal of and (ii) accrued and unpaid interest on 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; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an 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 to the Issuer and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Default shall be deemed repeated at all times until the resulting Event of Default specified is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in Section 6.01(f) or order to verify the accuracy of such H▇▇▇▇▇’s Position Representation within five Business Days of request therefor (g) with respect a “Verification Covenant”). The Trustee shall have no duty whatsoever to provide this information to the Issuer occursor to obtain this information for the Issuer. In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee. If, following the delivery of a Noteholder Direction, but prior to the acceleration of the Notes, the principal ofIssuer determines in good faith that there is a reasonable basis to believe a Directing Holder providing such Noteholder Direction was, premiumat any relevant time, if any, in breach of its Position Representation 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 provides to the Trustee may rescind any evidence that the Issuer has filed papers with a court of competent jurisdiction seeking a determination that such acceleration Directing Holder was, at such time, in breach of its Position Representation, and its consequences. In the event of seeking to invalidate any Event of Default specified in Section 6.01(e)that resulted from the applicable Noteholder Direction, 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 cure period with respect to such Event of Default or (z) shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the default delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee an Officer’s Certificate stating that is a Directing Holder failed to satisfy its Verification Covenant, the basis for cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Event of Default; provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders to the Trustee which obligations shall continue to survive. With their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Issuer in accordance with the terms of this section. Each Holder and subsequent purchaser of the Notes waives in this Indenture any and all claims, in law and/or in equity, against the Trustee and agrees in this Indenture not to commence any legal proceeding against the Trustee in respect of, and agrees in this Indenture that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.02, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Issuer agrees to waive in this Indenture any and all claims, in law and/or in equity, against the Trustee, and in this Indenture not to commence any legal proceeding against the Trustee in respect of, and agrees in this Indenture that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.03, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. In connection with the requisite percentages required under this section, the Trustee shall also treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been cured, it being understood that in no event shall an acceleration obtained with respect to the initial delivery of the principal amount Noteholder Direction. The Issuer will confirm in this Indenture that any and all other actions that the Trustee takes or omits to take under this Section 6.02 and all fees, costs and expenses of the Securities as described above Trustee and its agents and counsel arising hereunder and in connection herewith shall be annulled, waived or rescinded upon covered by the happening of any such eventsIssuer’s indemnifications under Section 7.06.

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. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer6.01(a)(viii)) occurs with respect to the Securities and is continuing, the Trustee may, or the Holders of at least 2530% in aggregate principal amount of the then outstanding SecuritiesNotes by written notice to the Issuer (and to the Trustee if such notice is given by the Holders) may and the Trustee shall, if so directed by the Holders of at least 30% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(a)(v) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(v) shall be remedied or cured, or waived by the Holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction. (b) In the case of an Event of Default arising under Section 6.01(a)(viii), with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. (c) The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the IssuerTrustee may, may declare on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under this Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal of, premium, if any, and accrued but unpaid any Additional Amounts or interest on all any Note held by a non-consenting Holder (which may only be waived with the Securities to be due and payableconsent of each Holder of Notes affected); 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 or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under this Indenture cannot be modified or amended without the day on which any Bank Indebtedness is acceleratedconsent of the Holder of each Note affected by such modification or amendment. Upon any such a declarationrescission or waiver, such principal Default shall cease to exist and interest any Event of Default arising therefrom shall be due deemed to have been cured for every purpose under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. (d) Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and payable immediatelyplace of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on it. If However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other holders of the Notes (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders) or that may involve the Trustee in personal liability. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or Additional Amounts or premium, if any. (e) Subject to the provisions of Article Seven, in case an Event of Default specified in Section 6.01(f) occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or (g) with respect powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Issuer occursTrustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except (subject to the principal ofprovisions of Article Nine) to enforce the right to receive payment of principal, premium, if any, and or interest on all or Additional Amounts when due, no Holder of a Note may pursue any remedy with respect to this Indenture or the Securities shall become and be immediately due and payable without any declaration or other act on Notes unless: (i) such Holder has previously given the part Trustee written notice that an Event of Default is continuing; (ii) Holders of at least 30% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy; (iii) such Holders have offered, and if requested, provide to the Trustee reasonable security or indemnity against any Holders. The loss, liability or expense; (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and (v) Holders of a majority in aggregate principal amount of the then outstanding Securities by notice Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. (f) Within 30 days of the occurrence of any Default or Event of Default, the Issuer is required to deliver to the Trustee may rescind any a statement specifying such acceleration and its consequences. In the event of any Default or 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 eventsDefault.

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(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(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 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. 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 any of Default the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise): (i) the Company defaults in the payment of any principal of or Yield-Maintenance Amount payable with respect to any Note when the same shall become due, either by the terms thereof or otherwise as herein provided; or (ii) the Company defaults in the payment of any interest on any Note for more than 3 days after the date due; or (iii) except for Contingent Liabilities arising with respect to indemnification obligations of the Parent, the Company or any other than an Event Subsidiary being contested in good faith by appropriate proceedings and for which the Parent, the Company or such other Subsidiary maintains adequate reserves, any default or other event shall occur under the terms applicable to (i) Debt under the Credit Agreement or any of Default specified the other Loan Documents (as defined in Section 6.01(fthe Credit Agreement) or (gii) any other Debt of the Parent, the Company or any other Subsidiary in an aggregate amount (for all such Debt so affected and including undrawn committed or available amounts and amounts owing to all creditors under any combined or syndicated credit arrangement) exceeding $5,000,000 and, in either case, such default or event shall (a) consist of the failure to pay such Debt when due, whether by acceleration or otherwise, or (b) accelerate the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause such Debt to become due and payable (or require the Parent, the Company or any other Subsidiary to purchase or redeem such Debt or post cash collateral in respect thereof) prior to its expressed maturity; (iv) any representation or warranty made by the Company, the Parent or any other Guarantor herein or in any other Transaction Document or by the Company, the Parent or any other Guarantor or any of its respective officers in any writing furnished in connection with or pursuant to this Agreement or any other Transaction Document shall be false or misleading in any material respect on the date as of which made; or (v) the Company fails to perform or observe any agreement contained in paragraph 4E or the Parent or the Company fails to perform or observe any agreement contained in paragraph 5C, 5E, 5H or 6; or (vi) (a) the Parent or the Company fails to perform or observe any agreement contained in paragraph 5A(i), (ii), (iii), (v) or (vi) or the penultimate paragraph of paragraph 5A and such failure shall not be remedied within 5 days after the earlier of the date any Responsible Officer obtains actual knowledge thereof or any notice thereof is given to the IssuerParent or the Company by any Significant Holder, (b) the Parent or the Company fails to perform or observe any other agreement, term or condition contained herein and such failure shall not be remedied within 30 days after the earlier of the date any Responsible Officer obtains actual knowledge thereof or any notice thereof is given to the Parent or the Company by any Significant Holder, or (c) the Company or any Guarantor fails to perform or observe any agreement contained in any other Transaction Document and such failure shall not be remedied within the grace period, if any, provided therefor in such Transaction Document; or (vii) the Parent, the Company or any other Subsidiary becomes insolvent or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; or the Parent, the Company or any other Subsidiary applies for, consents to, or the Parent, the Company or any other Subsidiary acquiesces in the appointment of a trustee, receiver or other custodian for such Person or any property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for the Parent, the Company or any other Subsidiary or for a substantial part of the property of any thereof and is not discharged within 60 days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is commenced in respect of the Parent, the Company or any other Subsidiary, and if such case or proceeding is not commenced by such Person, it is consented to or acquiesced in by such Person, or remains for 60 days undismissed; or the Parent, the Company or any other Subsidiary takes any action to authorize, or in furtherance of, any of the foregoing; or (viii) one or more judgments or orders for the payment of money (not paid or fully covered by insurance maintained in accordance with the requirements of this Agreement and as to which the relevant insurance company has acknowledged coverage) aggregating in excess of $5,000,000 shall be rendered against any or all of the Parent, the Company or any other Subsidiary and either (a) enforcement proceedings shall have been commenced by any creditor upon any such judgments or orders or (b) there shall be any period of thirty (30) consecutive days during which a stay of enforcement of any such judgments or orders, by reason of a pending appeal, bond or otherwise, shall not be in effect; or (i) any Person institutes steps to terminate a Plan if as a result of such termination the Parent, the Company or any ERISA Affiliate could be required to make a contribution to such Plan, or could incur a liability or obligation to such Pension Plan, in excess of $5,000,000; (ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; (iii) the Securities Unfunded Liability exceeds twenty percent of the Total Plan Liability, or (iv) there shall occur any withdrawal or partial withdrawal from a Multiemployer Plan and is continuingthe withdrawal liability (without unaccrued interest) to Multiemployer Plans as a result of such withdrawal (including any outstanding withdrawal liability that the Parent, the Trustee Company or any ERISA Affiliate have incurred on the date of such withdrawal) exceeds $5,000,000; or (x) any Guaranty Agreement or any Collateral Document shall cease to be in full force and effect, or the Holders of at least 25% in principal amount of Company or any Guarantor shall contest or deny the outstanding Securities, by notice to the Issuer, may declare the principal validity or enforceability of, premiumor deny that it has any liability or obligations under, if anyany Guaranty Agreement or any Collateral Document, and accrued but unpaid or the Collateral Agent does not have or ceases to have a valid first priority perfected security interest on all the Securities (subject only to be due and payable; provided, however, that so long as Liens permitted by paragraph 6C) in 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 material part of the Trustee or any Holders. The Holders of a majority in principal amount Collateral for the benefit of the outstanding Securities by notice to holders of the Trustee may rescind any such acceleration and its consequences. In the event of any Notes; or (xi) an “Event of Default specified Default”, as defined in Section 6.01(e)the Credit Agreement, 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.occurred;

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 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(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 any Event of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) with respect to the Issuerof Section 6.01 hereof) occurs with respect to the Securities and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securitiesmay, by notice to the Issuer, may or the Holders of at least 30% in principal amount of the then-outstanding Notes may, by notice to the Issuer and the Trustee, in each case, 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 payablepayable immediately; providedprovided that, however, that so long as any Bank Indebtedness remains permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or (i2) five (5) Business Days after the giving of written notice of such acceleration by the Trustee or any Holder to the Issuer and the Representatives under Representative with respect to the Senior Credit Agreements and (ii) the day on which any Bank Indebtedness is acceleratedFacilities. Upon the effectiveness of such a declaration, such principal and interest shall be due and payable immediately. If The Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the interests of the Holders of the Notes. Notwithstanding the foregoing, in the case of an Event of Default specified in Section 6.01(farising under clause (6) or (g7) with respect to the Issuer occursof Section 6.01 hereof, the principal of, premium, if any, and interest on all the Securities outstanding Notes shall become and be immediately due and payable immediately 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 (4) of Section 6.01(e)6.01 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 arose: (x1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or discharged; (y2) 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 Default; or (z3) 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 by notice to the Issuer or the Holders holders of at least 25% in principal amount of the outstanding Securities, Notes by notice to the Issuer, Issuer 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 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 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 discharged, (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the 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 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) 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 (which notice shall, in each case, specify the Event of Default), with a copy to the Trustee, may declare the principal of, premiumpremium (as if the Notes have been optionally redeemed on the date of acceleration)(including without limitation the Redemption Premium or the Applicable Premium, as applicable), 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 (including without limitation the Applicable Premium) 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, premiumpremium (including without limitation the Applicable 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 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 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. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN THE EVENT THE NOTES ARE ACCELERATED OR OTHERWISE BECOME DUE AND PAYABLE AS A RESULT OF, OR FOLLOWING, AN EVENT OF DEFAULT, THE PREMIUM (INCLUDING WITHOUT LIMITATION THE REDEMPTION PREMIUM OR THE APPLICABLE PREMIUM, AS APPLICABLE) WILL ALSO BE DUE AND PAYABLE (AS IF THE NOTES HAS BEEN OPTIONALLY REDEEMED ON DATE OF ACCELERATION) AND SHALL CONSTITUTE PART OF THE OBLIGATIONS UNDER THE NOTES IN VIEW OF THE IMPRACTICABILITY AND EXTREME DIFFICULTY OF ASCERTAINING ACTUAL DAMAGES AND BY MUTUAL AGREEMENT OF THE PARTIES AS TO A REASONABLE CALCULATION OF EACH HOLDER’S LOST PROFITS AS A RESULT THEREOF. ANY PREMIUM (INCLUDING, WITHOUT LIMITATION, THE APPLICABLE PREMIUM) PAYABLE ABOVE SHALL BE THE LIQUIDATED DAMAGES SUSTAINED BY EACH HOLDER AS THE RESULT OF THE EARLY REDEMPTION AND THE COMPANY AGREES THAT IT IS REASONABLE UNDER THE CIRCUMSTANCES CURRENTLY EXISTING. THE PREMIUM (INCLUDING, WITHOUT LIMITATION, THE APPLICABLE PREMIUM) SHALL ALSO BE PAYABLE IN THE EVENT THE SECURITIES (AND/OR THIS INDENTURE) ARE SATISFIED OR RELEASED BY FORECLOSURE (WHETHER BY POWER OF JUDICIAL PROCEEDING), DEED IN LIEU OF FORECLOSURE, EXERCISE OF REMEDIES AND/OR SALE OF COLLATERAL, IN EACH CASE, FOLLOWING EVENTS OF DEFAULT OR ANY SALE OF COLLATERAL IN AN INSOLVENCY PROCEEDING, ANY RESTRUCTURING, REORGANIZATION OR COMPROMISE OF THE OBLIGATIONS UNDER THE NOTES OR OTHER OBLIGATIONS UNDER THIS INDENTURE OR ANY OTHER TERMINATION OF THIS INDENTURE OR NOTES AS A RESULT OF ANY SUCH EVENTS.

Acceleration. If an Event of Default (other than an Event of Default specified described in Section 6.01(f6.1 (vii) or (gviii) with respect above) relating to the Issuer) Company 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, Exchange Debentures 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 Exchange Debentures to be due and payablepayable immediately. If payment of the Exchange Debentures is accelerated because of an Event of Default, the Company or the Trustee shall notify the holders of Designated Exchange Debenture 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 Exchange Debenture 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 Exchange Debenture Senior Debt or (iib) the day acceleration of any Designated Exchange Debenture Senior Debt and thereafter, payments on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest the Exchange Debentures pursuant to this Article 6 shall be due and payable immediatelymade only to the extent permitted pursuant to Article 10 herein. If Notwithstanding the foregoing paragraph, in the case of an Event of Default specified in arising under Section 6.01(f6.1 (vii) or (gviii) with respect to the Issuer occursabove, the principal ofall outstanding Exchange Debentures will become due and payable without further action or notice. After a declaration of acceleration under this Exchange Debenture Indenture, but before a judgment or decree for payment of principal, premium, if any, and interest on all the Securities shall become and be immediately Exchange Debentures due and payable without any declaration or other act on under this Article 6 has been obtained by the part of the Trustee or any Holders. The Trustee, Holders of a majority in principal amount of the then outstanding Securities Exchange Debentures 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 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 (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 Exchange Debenture Indenture and the Holdersreasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and (b) all overdue interest on the Exchange Debentures, if within 20 days after such Event any, (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (iii) all existing Events of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating (except nonpayment of principal, premium, if any, or interest that (x) the Indebtedness or guarantee that is the basis for such Event has become due solely because 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 Notwithstanding anything in the Plan, this Award Agreement, or any other plan or agreement to the contrary, if the Administrator, in its discretion, accelerates the vesting of Default the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units, such Restricted Stock Units will be considered as having vested as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than an Event of Default specified in Section 6.01(f) or (g) with respect due 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 anydeath, 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) Participant is a “specified employee” within the Indebtedness or guarantee that is meaning of Section 409A at the basis for time of such Event of Default has been discharged or termination as a Service Provider and (y) the holders thereof have rescinded payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or waived within the accelerationsix (6) month period following Participant’s termination as a Service Provider, notice then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of Participant’s termination as a Service Provider, unless the Participant dies following his or action (her termination as a Service Provider, in which case, the case may be) giving rise Restricted Stock Units will be paid in Shares to such Event of Default the Participant’s estate as soon as practicable following his or (z) the default that her death. It is the basis for such Event intent of Default has been cured, it being understood this Award Agreement to comply with the requirements of Section 409A so that in no event shall an acceleration none of the principal amount Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Award Agreement, “Section 409A” means Section 409A of the Securities Code, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as described above each may be annulled, waived or rescinded upon the happening of any such eventsamended from time to time.

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 Issuer) 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 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; providedpayable immediately by giving notice in writing to the Company and the Trustee specifying the respective Event of Default (the "Acceleration Notice") or if there are any amounts outstanding under the Credit Agreement, however, that so long as any Bank Indebtedness remains outstanding, no such it shall become immediately due and payable upon the first to occur of an acceleration shall be effective until under the earlier of (i) Credit Agreement or five (5) Business Days after receipt by the giving of written notice to the Issuer Company and the Representatives administrative agent 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 acceleratedthen continuing). Upon any such a declaration, such principal and interest the Notes shall be become 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 aggregate principal amount of the then outstanding Securities Notes by written notice to the Trustee may on behalf of all of the Holders 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, interest or premium that has become due solely because of the 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 Section 6.01(e)6.01(5) 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 and all consequences thereof pursuant to clause (excluding, however, any resulting payment default5) shall be annulled, waived and rescinded, automatically and without any action remedied or cured by the Trustee Company or a Restricted Subsidiary or waived by the Holders, if holders of the relevant Indebtedness within 20 60 days after such Event the declaration of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that acceleration with respect thereto and if (xa) the Indebtedness or guarantee that is annulment of 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 Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the Securities as described above be annulledacceleration of the Notes, waived have been cured or rescinded upon the happening of any such eventswaived.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (6) and (7) of Section 6.01(f) or (g) with respect 6.01 relating to the IssuerCompany, any Significant Subsidiary of the Company or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary of the Company) 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, the Trustee and the Bank Agent may declare the unpaid principal of, premiumaccrued interest and Liquidated Damages, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such declaration the principal, interest and Liquidated Damages, if any, shall be due and payable immediately (together with the premium referred to in Section 6.01, if applicable); provided, however, that so long as any Bank Indebtedness remains Designated Senior Debt is outstanding, no such acceleration declaration shall be not become effective until the earlier of (i) the day which is five (5) Business Days after the giving receipt by the Representative with regard to any Designated Senior Debt of such written notice to the Issuer and the Representatives under the Credit Agreements and of acceleration or (ii) the day on which date of acceleration of any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelyDesignated Senior Debt. If an Event of Default specified in Section 6.01(fclause (6) or (g7) with respect of Section 6.01 relating to the Issuer Company, any Significant Subsidiary of the Company or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary of the Company 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 acceleration and its consequencesHolder. In the event of any Event a declaration of Default specified in Section 6.01(e), such Event acceleration 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 Notes because 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 occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (y4) of Section 6.01 hereof, the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event declaration 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 Notes shall be automatically annulled if the holders of any Indebtedness described in clause (4) have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the Securities as described above be annulleddate of such declaration and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and (b) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived or rescinded upon and all amounts due to the happening of any such eventsTrustee under Section 7.07 have been paid.

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 49 -43- 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 (a) Upon the occurrence of any Event of Default under Subsection 7.01(d), (other than an Event of Default specified in Section 6.01(fe) or (g) with respect to the Issuer) occurs with respect to the Securities and is continuingf), the Trustee or shall, upon the Holders of at least 25% in principal amount written direction of the outstanding SecuritiesAgent, declare, by a 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 in writing delivered to the Issuer and the Representatives under Company, the Credit Agreements principal of all Bonds outstanding (if not then already due and payable), together with interest accrued thereon, to be due and payable immediately; provided that, if the Bonds are in the Weekly Mode, the Agent may, at its option, but subject to the following provisions of this paragraph, direct the Trustee in writing to call (iiin which case the Trustee shall call) the day Bonds for mandatory purchase pursuant to Section 4.02(a)(iii) on a Business Day stipulated by the Agent in such direction, which any Bank Indebtedness is acceleratedBusiness Day shall not be earlier than 5 Business Days (or such shorter period as shall be acceptable to the Trustee) after the date the Trustee receives such direction. Irrespective of whether an Event of Default has occurred under Section 7.01(d), (e) or (f) for which the Agent has directed the Trustee to call the Bonds for mandatory purchase, upon the occurrence of an Event of Default under Subsection 7.01(g) or (h), the Trustee shall, and upon the occurrence of an Event of Default under Subsection 7.01(a), (b), (c) or (i) the Trustee may, declare the principal of all Bonds outstanding (if not then already due and payable) of the Series of Bonds to which such Event of Default pertains, and the interest accrued thereon, to be due and payable immediately, such declaration to be made by a notice in writing delivered to the Issuer, the Holder and the Company. Upon such a declarationany declaration that the principal of and interest on the Bonds are due and payable immediately, such principal and interest shall become and be due and payable immediately. (b) Written notice of any such declaration shall be given concurrently to the Agent, the Indexing Agent and the Remarketing Agent. If an Event of Default specified The Trustee immediately upon such declaration shall give notice thereof in the same manner as provided in Section 6.01(f) or (g) 3.04 with respect to redemption of the Issuer occursBonds, except that there shall be no minimum period of notice prior to the date of payment. Such notice shall specify the date on which payment of principal and interest shall be tendered to the Holders of the Bonds. (c) Upon any such declaration hereunder, the principal of, premium, if any, Trustee shall (i) immediately draw upon the Letters of Credit to the full extent permitted by the terms thereof (such drawing to provide for payment by the LC Issuers to be due at the earliest time which the Trustee may require under the Letters of Credit and in no case later than the Business Day following the date of declaration of acceleration and to include amounts in respect of interest accruing on the Bonds through the date payment of such drawing by the LC Issuers is due) and (ii) immediately exercise such rights as it may have under the Lease to declare all the Securities shall become and payments thereunder to be immediately due and payable without any declaration or other act payable. Upon receipt by the Trustee of payment of the full amount drawn on the part Letters of Credit and provided sufficient moneys are available in the Bond Fund to pay pursuant to Section 5.04 all sums due on the Bonds, (A) interest on the Bonds shall cease to accrue as provided in Section 10.03 and (B) the Agent shall succeed to and be subrogated to the right, title and interest of the Trustee and the Holders in and to all funds held under this Indenture (except any funds held in the Bond Fund or any account with respect to Undelivered Bonds which are identified for the payment of the Bonds or of the purchase price of Undelivered Bonds) and any other security held for the payment of the Bonds, all of which, upon payment of any fees and expenses due and payable to the Trustee pursuant to the Lease or this Indenture, shall be assigned by the Trustee to the Agent. (d) If, after the principal of the Bonds has been so declared to be due and payable, all arrears of principal of and interest on the Bonds outstanding are paid in full, and the Issuer and the Company also perform all other things in respect of which either of them may have been in default hereunder, under the Lease or under the Reimbursement Agreement and pay the reasonable charges of the Trustee and the Holders. The , including reasonable attorney's fees, then, and in every such case, the Trustee or the Holders of a majority in principal amount of the outstanding Securities Bonds then outstanding, by notice to the Trustee Issuer and the Company (and to the Holders or the Trustee, as the case may rescind any be), may annul such acceleration declaration and its consequences. In , and such annulment shall be binding upon the event Trustee and all Holders; provided that there shall be no annulment of any declaration resulting from (i) any Event of Default specified in Section 6.01(e)Subsection 7.01(f) or (g) during the Agent Consent Period, such without the prior written consent of the Agent or (ii) any 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 which has resulted in a drawing under the Letters of Credit unless the Trustee or has received written notice from the HoldersLC Issuers that the Letters of Credit have been reinstated (A) while the Bonds are in the Weekly Mode, if within 20 days after such Event of Default arose the Issuer delivers to an Officers’ Certificate amount 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 of the principal amount of the Securities as described above be annulledBonds outstanding, waived plus 43 days interest thereon at the Maximum Rate, and (B) while the Bonds are in a Term Mode, to an amount equal to the principal amount of the Bonds outstanding, plus 210 days interest thereon at a rate not less than the current Term Rate. No annulment shall extend to or rescinded upon the happening affect any subsequent Event of Default or shall impair any such eventsrights consequent thereon.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause ‎(vi) or (g‎(vii) of ‎Section 6.01(a) hereof with respect to the IssuerCompany) occurs and is continuing with respect to the Securities and is continuingNotes, the Trustee or the Holders of at least 2530% in principal amount of the then total outstanding Securities, by notice to the Issuer, Notes 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 payable immediately. Notwithstanding anything to the Issuer contrary set forth above, a notice of Default may not be given with respect to any action taken, and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is acceleratedreported publicly or to Holders, more than two years prior to such notice of Default. Upon the effectiveness of any such a declaration, such principal and interest with respect to the Notes shall be due and payable immediately. If The Trustee shall have no obligation to accelerate the Notes if it in good faith determines that acceleration is not in the best interest of the Holders of the Notes. (b) Notwithstanding the foregoing, in the case of an Event of Default specified in Section 6.01(farising under clause ‎(vi) or (g‎(vii) of ‎Section 6.01(a) hereof with respect to the Issuer occursCompany, 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 notice. (c) Upon the outstanding Notes becoming due and payable upon or after the occurrence of an Event of Default, whether automatically or by declaration, such Notes (together with accrued and unpaid interest thereon) will immediately become due and payable (the date thereof, the “Relevant Date”) and (i) if the Relevant Date occurs prior to September 15, 2025, the Applicable Premium that would have been payable upon an optional redemption of such Notes on the part Relevant Date or (ii) if the Relevant Date occurs on or after September 15, 2025 (and prior to March 15, 2027), the redemption premium that would have been payable upon an optional redemption of such Notes on the Relevant Date as set forth in paragraph 5 of the Trustee Notes shall, in either case, also be immediately due and payable on the Relevant Date. EACH OF THE ISSUERS EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. Each Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the holders and the Issuers giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Issuers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Each Issuer expressly acknowledges that its agreement to pay the premium to the holders as herein described is a material inducement to the holders to purchase the Notes. (d) Any notice of Default, notice of acceleration or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice instruction to the Trustee may rescind 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 acceleration Holder to each Issuer and the Trustee that such Holder is not (or, in the case such Holder is DTC or its consequencesnominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Default shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the event time of providing a Noteholder Direction, covenant to provide the Issuers with such other information as the Issuers may reasonably request from time to time in order to verify the accuracy of such H▇▇▇▇▇’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). The Trustee shall have no duty whatsoever to provide this information to the Issuers or to obtain this information for the Issuers. In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee. If, following the delivery of a Noteholder Direction, but prior to the acceleration of the Notes, the Issuers determine in good faith that there is a reasonable basis to believe a Directing Holder providing such Noteholder Direction was, at any relevant time, in breach of its Position Representation and provides to the Trustee evidence that the Issuers have filed papers with 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 specified in Section 6.01(e)that resulted from the applicable Noteholder Direction, 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 cure period with respect to such Event of Default or (z) shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the default delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers provide to the Trustee an Officer’s Certificate stating that is a Directing Holder failed to satisfy its Verification Covenant, the basis for cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default has been curedshall be deemed never to have occurred and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Event of Default; provided, it being understood that in no event however, this shall an acceleration not invalidate any indemnity or security provided by the Directing Holders to the Trustee which obligations shall continue to survive. With their acquisition of the principal amount Notes, each Holder and subsequent purchaser of the Securities as described above Notes consents to the delivery of its Position Representation by the Trustee to the Issuers in accordance with the terms of this Section 6.02. Each Holder and subsequent purchaser of the Notes waives in this Indenture any and all claims, in law and/or in equity, against the Trustee and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees in this Indenture that the Trustee will not be annulledliable for any action that the Trustee takes in accordance with, waived this section or rescinded upon arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Issuers hereby agree to waive any and all claims, in law and/or in equity, against the happening Trustee, and agree not to commence any legal proceeding against the Trustee in respect of, and agree that the Trustee will not be liable for any action that the Trustee takes in accordance with, this section or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Issuers hereby confirm that any such eventsand all other actions that the Trustee takes or omits to take under this section and all fees, costs and expenses of the Trustee and its agents and counsel arising hereunder and in connection herewith shall be covered by the Issuers’ indemnifications under Section 7.06 hereof.

Acceleration. 20.1 If an Event any of Default the events described in the items below has occurred, all of the Borrower’s and the Guarantors’ debts under the Loan-Related Agreements payable to All Lenders and the Agent shall automatically become due and payable without any notice or demand by a Lender or the Agent, and the Borrower and the Guarantors shall promptly pay the principal of all Loans and the interest and Break Funding Costs and any other payment obligation that the Borrower and the Guarantors owes pursuant to the Loan-Related Agreements in accordance with the provisions of Clause 16: (i) If any payment by the Borrower or a Guarantor has been suspended under aplicable Laws and Ordinances, or if a petition for Insolvency Proceedings has been filed against the Borrower or a Guarantor, provided, however, that this event of default is deemed not to occur retroactively if the Insolvency Proceedings are wihdrawn within 10 days (with respect to jurisdicitons other than an Event Japan, 60 days) from the filing, provided, however, that the event of Default specified default is deemed not to occur retroactively if (i) (a) such petition has no basis or is abusive and such Borrower or Guarantor has disputed against it in Section 6.01(f) good faith or (gb) the Borrower reasonably determines such petition as inappropriate based on reasonable grounds and (ii) such petition is withdrawn within 10 Business Days (with respect to the IssuerBorrower Parent Company, 60 days) occurs from the date of such petition; (ii) If the resolution for dissolution is adopted with respect to the Securities and Borrower or a Guarantor, or the Borrower or a Guarantor receives order of dissolution (excluding the dissolution upon merger or the dissolution after a business transfer which is continuinga Permitted Reorganization); (iii) If the Borrower or a Guarantor abolishes its business, except where the Borrower or a Guarantor liquidates under the Permitted Reorganization; or (iv) [Intentionally Deleted]; (v) If any order or notice of provisional attachment (▇▇▇▇-sashiosae), preservative attachment (hozen-sashiosae), or attachment (sashiosae) (including any such procedure taken outside Japan) has been sent out, or any disposition that orders a service of an order of preservative attachment (hozen-sashiosae) or attachment (sashiosae) has been rendered, with respect to the deposit receivables or other receivables held by the Borrower or the Guarantors against a Lender. Provided, however, that in the case of attachment, the Trustee event of default is deemed not to occur retroactively if (i) release bonds are deposited within 10 Business Days after such order, or (ii) enforcement of such attachment is suspended or revoked within 10 Business Days after such order. 20.2 If any of the events described in the items below has occurred, all of the Borrower’s or the Holders of at least 25% in principal amount of Guarantors’ debts under the outstanding Securities, by Loan-Related Agreements payable to All Lenders and the Agent shall become due and payable upon notice to the IssuerBorrower, may declare from the Agent, after request by the Majority Lenders, and the Borrower or the Guarantors, shall immediately pay the principal ofof all Loans and the interest and Break Funding Costs and any other payment obligation that the Borrower or the Guarantors owe pursuant to this Agreement in accordance with the provisions of Clause 16: (i) If the Borrower or the Guarantors have defaulted in performing when due its payment obligations, premiumwhether under the Loan-Related Agreements or not, payable to a Lender or the Agent in whole or in part, except where (i) such default was due to an administrative or technical misconduct without the Borrower’s willful conduct or gross negligence and (ii) the payment is made within 3 Business Days after the due date ; (ii) If any representations and warranties made pursuant to the Loan-Related Agreements has been found to be untrue in any material respect (limiting to the cases where such breach is curable and not being cured within 15 Business Days after such breach); (iii) Except for the cases described in the preceding two (2) items, if anythe Borrower, and accrued but unpaid interest on all the Securities to be due and payableThird Party Security Provider, or the Guarantors breached any of its obligations under the Loan-Related Agreements; provided, however, that so long as if such breach is able to be resolved or remedied (excluding the breach of Clause 19.8(v) or 19.8(vi)), only if such breach has not been remedied for 15 or more Business Days from the date of such breach; (iv) If any Bank Indebtedness remains outstandingorder or notice of attachment (sashiosae), no such acceleration shall be effective until provisional attachment (▇▇▇▇-sashiosae), preservative attachment (hozen-sashiosae), or provisional disposition (▇▇▇▇-shobun) (including similar procedure taken outside Japan) has been sent out or auction procedures (keibaitetsuzuki) have been commenced with respect to Collateral offered by the earlier Borrower or by the Third Party Security Provider. Provided, however, that in the case of attachment, this event of default is deemed not to occur retroactively if (i) five (5) release bonds are deposited within 10 Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and such order, or (ii) enforcement of such attachment is suspended or revoked within 20 days (60 days for the day on U.S.)after such order.; (v) if a petition of specific conciliation (tokutei-chotei) has been filed against the Borrower or the Guarantors; (vi) If any of the outstanding corporate bonds (with repect to the Borrower Parent Company, limited to the aggregate outstanding principal amount equal to or greater than U.S. $10,000,000) issued by the Borrower or the Guarantors have been accelerated, provided, however, that, with repect to the Borrower Parent Company, this event of default is deemed not to occur retroactively if such circumstances are cured within 3 Business Days; (a) If all or part of the Borrower’s or the Guarantors’ Financial Indebtedness (excluding any Financial Indebtedness with respect to corporate bonds and any Financial Indebtedness the creditor of which any Bank Indebtedness is accelerated. Upon such a declarationthe Borrower Parent Company or its Subsidiary, 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 occursBorrower Parent Company, limited to the aggregate outstanding principal amount equal to or greater than U.S. $10,000,000) other than those under the Loan-Related Agreements has been delayed or has been accelerated; or (b) if any of the Borrower’s or the Guarantors’ guarantee obligations for the Financial Indebtedness of a third party (including Financial Indebtedness with respect to corporate bonds issued by a third party) (with respect to guarantee obligations of the Borrower Parent Company, limited to the guarantee obligations equal to or greater than U.S. $10,000,000 in the total payment amount) has become due and payable, and the Borrower or the Guarantors are unable to perform such obligations; provided, however, that, with repect to the Borrower Parent Company and the Subsidiaries of the Borrower (other than Japanese Subsidiaries), this event of default is deemed not to occur retroactively if such circumstances are cured within 7 Business Days; (viii) If all or part of the Borrower’s or the Guarantors’ non-financial indebtedness (excluding any non-financial indebtedness the creditor of which is the Borrower Parent Company or its Subsidiary, and with respect to the Borrower Parent Company, limited to the aggregate outstanding principal amount equal to or greater than U.S. $10,000,000, and with respect to the Borrower and other Guarantors collectively, limited to the aggregate outstanding principal amount equal to or greater than U.S. $10,000,000) other than those under the Loan-Related Agreements has been delayed or has been accelerated; or if any of the Borrower’s or the Guarantors’ guarantee obligations for non-financial indebtedness of a third party (with respect to the Borrower Parent Company, limited to the guarantee obligations equal to or greater than U.S. $10,000,000, and with respect to the Borrower and other Guarantors collectively, limited to the guarantee obligations equal to or greater than U.S. $10,000,000) has become due and payable, and the Borrower or the Guarantors are unable to perform such obligations, provided, however, that, with respect to the Borrower Parent Company and the Subsidiaries of the Borrower (other than Japanese Subsidiaries), this event of default is deemed not to occur retroactively if such circumstances are cured within 7 Business Days. In addition, in the case where the Borrower or a Guarantor is disputing against the obligee of such non-financial indebtedness based on a reasonable basis in respect of non-financial indebtedness, including matters related to the existence, amounts, a due date for payments of such non-finaicial indebtedness, during the pendency of the dispute, the principal ofabsence of the payment of such non-financial indebtedness shall not constitute an event of default under this item; (ix) If the Borrower or the Guarantors have suspended its business (excluding where the Borrower or a Guarantor liquidates under the Permitted Reorganization), premiumdetermined to suspend or abolish its business, or received dispositions such as suspension of business or others from the competent government authority; (x) If any check or note in the amount issued by the Borrower or the Guarantor has been dishonored for the first time in Japan, if any▇▇▇▇▇▇.▇▇▇ Co., Ltd. has recorded that the Borrower’s or the Guarantor’s electronically recorded monetary claims under Japanese Law become insolvent, or if other Electric Monetary Claim Recording Institutions (as defined in Article 2, Paragraph 2 of the Electronically Monetary Recorded Claims Act of Japan; the same shall apply hereinafter) have taken equivalent procedures; except for in the case of handling mistake made by a Japanese clearing house or ▇▇▇▇▇▇.▇▇▇ Co., Ltd. or other Electric Monetary Claim Recording Institutions; or (xi) If any of the following events has occurred with respect to the Borrower Parent Company (provided that, the net leverage ratio, the amount of operating profit and interest the amount of net assets shall be calculated in accordance with Attachment 10 on a consolidated basis ): (a) The consolidated net leverage ratio of the Borrower Parent Company as of each fiscal year starting with the fiscal year ending March 2019 exceeds 1.5. (b) The consolidated operating profit of the Borrower Parent Company as of each fiscal year starting with the fiscal year ending March 2019) is negative for two (2) consecutive fiscal years. (c) The amount of consolidated net assets of the Borrower Parent Company as of any fiscal year starting with the fiscal ending March 2019 falls below 80% of the amount of the consolidated net assets as of the end of the immediately preceding fiscal year. 20.3 If the notice dispatched pursuant to Clause 20.2 has been delayed or has not been delivered to the Borrower or the Guarantors due to fault of the Borrower or the Guarantors, all of the Securities Borrower’s debts under the Loan-Related Agreements shall become and be immediately due and payable without by the time such request or notice should have been delivered to the Borrower, and the Borrower shall promptly pay the principal of all Loans and the interest and Break Funding Costs and any declaration or other act on payment obligations that the part Borrower owes pursuant to this the Loan-Related Agreements, in accordance with the provisions of Clause 16. 20.4 If a Lender has become aware of the Trustee occurrence of any events provided for in Clauses 20.1(i) through 20.1(v) or any Holders. The Holders items of a majority in principal amount 20.2, the Lender shall promptly notify the Agent of such occurrence, and the Agent shall notify all other Lenders of the outstanding Securities by notice to the Trustee may rescind any occurrence of such acceleration and its consequencesevents. In the case of the occurrence of an event of any Event of Default specified described in Section 6.01(eCause 20.1(v), 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 a Lender 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 become aware of the principal amount occurrence of such event, the Lender shall promptly notify the Borrower, the Guarantors, all other Lenders and the Agent of the Securities as described above be annulled, waived or rescinded upon the happening occurrence of any such eventsevent.

Acceleration. If an any Event of Default (other than an Event of Default a type specified in Section 6.01(fclause (f) or (g) with respect to the Issuerof Section 6.01 hereof) occurs with respect to the Securities and is continuingcontinuing under this Indenture, the Trustee or the Requisite Holders of at least 25% in principal amount of the outstanding Securities, by notice to the 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 payablepayable immediately; provided, however, that so long as any Bank Indebtedness remains permitted to be incurred under Section 4.09 of this Indenture as part of Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such Indebtedness under Senior Credit Facilities; or (i2) five (5) Business Days after the giving of written notice of such acceleration to the Issuer and the Representatives Representative under the Senior Credit Agreements and (ii) the day on which any Bank Indebtedness is acceleratedFacilities. Upon the effectiveness of such a declaration, such principal of and premium, if any, and interest shall be due and payable immediately. If Notwithstanding the foregoing, in the case of an Event of Default specified in Section 6.01(farising under clause (f) or (g) with respect of Section 6.01 hereof, all outstanding Notes shall become due and payable immediately without further action or notice. Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the Issuer occurs, the principal ofpayment of principal, premium, if any, and interest on all or interest, if it determines that withholding notice is in their interest. In addition, the Securities Trustee shall become and be immediately due and payable without any declaration or other act on have no obligation to accelerate the part Notes if in the best judgment of the Trustee or any acceleration is not in the best interests of the Holders. The Requisite Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may on behalf of all the Holders rescind any such acceleration with respect to the Notes and its consequencesconsequences under this Indenture except if such rescission would not conflict with any judgment of a court of competent jurisdiction and if all existing Events of Default (except nonpayment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder that has become due solely because of the acceleration) have been cured or waived. In the event of any Event of Default specified in clause (d) of Section 6.01(e)6.01 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 arose: (xa) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or discharged; or (yb) 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 Default; or (zc) 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) 6.1(7), (8) or (g) with respect to the Issuer11)) occurs with respect to the Securities and is continuing, the Trustee or shall, at the direction of a majority of the Holders of at least 25% in principal amount of the outstanding Securities, and by notice to the Issuer, may declare or the Holders of a majority in principal of, premium, if any, and accrued but unpaid interest on all amount of 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 then outstanding by notice to the Issuer and the Representatives under Trustee, may declare to be due and payable immediately the Credit Agreements principal amount of the Securities plus accrued and (ii) unpaid interest to the day on which any Bank Indebtedness is accelerateddate of acceleration. Upon any such a declaration, such principal and interest amount shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.1(7) or (g) with respect to the Issuer occurs8) occurs and is continuing, the principal of, premium, if any, amount of the Securities then outstanding plus accrued and unpaid interest on all the Securities then outstanding to the date of the occurrence of such Event of Default shall become and shall be immediately due and payable payable, without any declaration declaration, notice or other act on the part of the Trustee or the Holders. If an Event of Default specified in Section 6.1(11) occurs and is continuing, interest on the Securities will accrue from the date of default (or, if no interest has been paid, from March 17, 1997) at the rate per annum set forth on such Security plus 0.5 percent and increasing by an additional 0.5 percent for each 90 days such Event of Default has not been cured or waived up to a maximum of 2% in excess of the interest rate stated on the Securities. Upon payment of any Holderssuch amount all of the Issuer's obligations under the Securities and this Indenture, other than obligations under Section 7.7, shall terminate. 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 Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) all existing Events of Default, other than the Indebtedness non-payment of the principal of the Securities, which have become due solely by such declaration of acceleration, have been cured or guarantee that is the basis for such Event of Default has been discharged or waived, (y) to the holders thereof have rescinded or waived 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, notice or action (as the case may be) giving rise to such Event of Default or has been paid, and (z) the default that is the basis for such Event rescission would not conflict with any judgment or decree of Default has been cured, it being understood that in no event shall an acceleration a court 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 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 2530% 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 Notwithstanding the first paragraph of this Section 6.02, a notice of default may not be given with respect to any action taken and reported publicly or to the Holders more than two years prior to such notice of default, and any time period in this Indenture to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction. In addition, 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 one or more holders (each, a “Directing Holder”) must be accompanied by a written representation from each such holder delivered to the Company and the Trustee that such holder is (or, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners that are) not a Net Short Holder (a “Position Representation”), which such representation, in the case of a notice from the a holder shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Securities are accelerated. In addition, each such Directing Holder is deemed, at the time of providing such notice, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Directing Holder’s Position Representation within five (5) Business Days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Securities in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Securities, the Company or 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 Company or 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 Default or 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 Default or 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 Securities, the Company or 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 or Event of Default shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. 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 Securities held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such acceleration shall be voided and the trustee shall be deemed not to have received such Noteholder Direction or such notice of such Event of Default. 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 fees, 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(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 Administrator, in its discretion, may accelerate the giving vesting of written notice the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the Issuer terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Administrator. If Participant is a U.S. taxpayer, the payment of Shares vesting pursuant to this Section 4(b) shall in all cases be paid at a time or in a manner that is exempt from, or complies with, Section 409A. The prior sentence may be superseded in a future agreement or amendment to this Award Agreement only by direct and the Representatives under the Credit Agreements and specific reference to such sentence. (ii) Notwithstanding anything in the day Plan or this Award Agreement or any other agreement (whether entered into before, on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event or after the Date of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premiumGrant), if anythe vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the cessation of Participant’s status as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Administrator), other than due to Participant’s death, 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) Participant is a U.S. taxpayer and a “specified employee” within the Indebtedness or guarantee that is meaning of Section 409A at the basis for time of such Event of Default has been discharged or termination as a Service Provider and (y) the holders thereof have rescinded payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or waived within the accelerationsix (6) month period following the cessation of Participant’s status as a Service Provider, notice then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of cessation of Participant’s status as a Service Provider, unless Participant dies following his or action (her termination as a Service Provider, in which case, the case may be) giving rise Restricted Stock Units will be paid in Shares to such Event of Default Participant’s estate as soon as practicable following his 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 eventsher death.

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(fSections 5.01(g), (h) or (gi) 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 aggregate principal amount of the Securities then outstanding Securities, by notice to the IssuerCompany and the Trustee, may declare the principal of, premium, if any, amount of Securities outstanding plus accrued and accrued but unpaid interest on all the Securities to 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 accelerated amount shall be due and payable immediately. If an Event of Default specified in Section 6.01(f5.01(i) occurs and is continuing, either the Trustee or the Holders of at least 10% in aggregate principal amount of the Securities may, by delivery of a notice to the Trustee and the Company not later than 90 days following the Effective Date of the related Make Whole Adjustment Event, declare the principal amount of Securities outstanding plus accrued and unpaid interest on all the Securities to be due and payable on the later of (a) the 31st Trading Day immediately following the Effective Date of the related Make Whole Adjustment Event and (b) the date the Trustee or such Holders deliver the notice of acceleration to the Company. If an Event of Default specified in Sections 5.01(g) or (gh) with respect to the Issuer occursCompany occurs and is continuing, the principal of, premium, if any, amount of Securities outstanding plus accrued and unpaid interest on all the Securities shall shall, automatically and without any action by the Trustee or any Holder, become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the Securities at the time outstanding Securities by notice to the Trustee and the Company and without notice to any other Holder may rescind any such declaration of acceleration and its consequences. In (other than in the event case of any an Event of Default specified under Section 5.01(i) to which the remedies in Section 6.01(e), such Event the next preceding sentence shall apply) if (a) the rescission would not conflict with any judgment or decree and (b) all existing Events 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 except nonpayment of the principal amount plus accrued and unpaid interest that have become due solely as a result of the Securities as described above be annulled, waived acceleration. 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 (g) or (gh) with respect to the Issuer) of Section 6.01 that occurs with respect to Lodgian, 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 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. Upon a declaration of acceleration, such principal, premium, if any, and accrued interest shall be immediately due and payable; provided, however, provided that so long as any Bank Indebtedness remains outstanding, no such declaration of acceleration shall be not become effective until the earlier of (ix) five (5) Business Days after receipt of the giving of written acceleration notice to by the Issuer Bank Agent and the Representatives Company or (y) acceleration of the Indebtedness under the Credit Agreements Agreement; provided further that such acceleration shall automatically be rescinded and annulled without any further action required on the part of the Holders in the event that any and all Events of Default specified in the acceleration notice under this Indenture shall have been cured, waived or otherwise remedied as provided in this Indenture prior to the expiration of the period referred to in the preceding clauses (x) and (iiy). In the event of a declaration of acceleration because an Event of Default set forth in clause (e) the day on which any Bank Indebtedness of Section 6.01 has occurred and is accelerated. Upon such a declarationcontinuing, such principal and interest declaration of acceleration shall be due automatically rescinded and payable immediatelyannulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by Lodgian, the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 occurs with respect to Lodgian, the Issuer occursCompany or any Subsidiary Guarantor, 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 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 (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 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 payment of such interest is lawful, interest upon overdue interest, if any, at the rate prescribed therefor by such Notes, (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, premium, if any, and accrued 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(f6.01(10) or (g11) hereof, with respect to the Holdings or an 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, 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, if any, that has become due solely because of the acceleration) have been cured or waived. In the event of any Event of Default specified in clause (5) of Section 6.01(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 HoldersHolders of 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 Guarantee that is the basis for such Event of Default has been discharged 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 Default; or (z) if the default that is the basis for such Event of Default has been cured. In the event of any Event of Default specified in clause (4) of Section 6.01 relating to a failure to furnish or file in a timely manner a report or other information or conduct a conference call required by Section 4.03, it being understood that in no event such Event of Default and all consequences thereof shall an acceleration of the principal amount of the Securities as described above be annulled, waived and rescinded, automatically and without any action by the Trustee or rescinded the Holders of Notes, upon furnishing or filing such report or other information or conducting a conference call as contemplated by such Section 4.03 (but without regard to the happening of any date on which such eventsreport or other information is so furnished or filed).

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.1(vii) or (gviii) with respect to the IssuerCompany or 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 outstanding 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 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 amount, premium and interest or, if prior to March 15, 2001, Accreted Value shall be immediately due and payable immediatelypayable. In the event of a declaration of acceleration because an Event of Default set forth in Section 6.1(vi) 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 6.1(vi) shall be remedied or cured by the Company and/or the relevant Significant Subsidiaries or waived by the holders of the relevant Indebtedness within 90 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(f6.1(vii) or (gviii) with respect to the Issuer Company occurs, the principal of, premium, if any, premium and accrued and unpaid interest on (or if prior to March 15, 2001, the Accreted Value of) 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 waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such an acceleration with respect to the Securities 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 if (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 (xi) the Indebtedness rescission would not conflict with any judgment or guarantee decree of a court of competent jurisdiction and (ii) all existing Events of Default, other than the nonpayment of principal or interest that is the basis for has become due solely because of 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 Section 7.02 of the Base Indenture shall not apply to the Notes and hereafter shall be void and of no force and effect except solely with respect to any other series of Securities issued under the Base Indenture; and, insofar as relating to the Notes, any reference to Section 7.02 in the Base Indenture shall be superseded by, and instead be deemed to refer to, Section 8.02 of this First Supplemental Indenture. (a) Subject to the provisions of the Section 8.02(b), if an Event of Default occurs and is continuing (other than an Event of Default specified described in Section 6.01(fSections 8.01(i) or (gand 8.01(j) above with respect to the Issuer) occurs Company (and not with respect to the Securities and is continuinga Significant Subsidiary or group of Subsidiaries that, if they were one entity, would be a Significant Subsidiary)), the Trustee by notice to the Company, or the Holders of at least 25% in of the aggregate principal amount of the outstanding Securities, Notes by notice to the IssuerCompany, may and the Trustee, may, and the Trustee at the request of such Holders accompanied by security and/or indemnity satisfactory to it, shall declare 100% of the principal of, premium, if any, of and accrued but and unpaid interest on 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 declarationdeclaration of acceleration, such all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. If However, upon an Event of Default specified as described in Section 6.01(fSections 8.01(i) or and 8.01(j) involving the Company (g) and not with respect to the Issuer occursa Significant Subsidiary or group of Subsidiaries that, if they were one entity, would be a Significant Subsidiary), the aggregate principal of, premium, if any, amount and accrued and unpaid interest on all the Securities shall automatically become and be immediately due and payable without any declaration or other act immediately. (b) Notwithstanding the foregoing, to the extent elected by the Company, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations set forth in Section 5.02 hereof shall, for the first 180 days after the occurrence of such an Event of Default (which will be the 60th day after written notice is provided to the Company in accordance with an Event of Default pursuant to Section 8.01(g)), consist exclusively of the right to receive additional interest on the part Notes (“Reporting Additional Interest”) at an annual rate equal to: (1) 0.25% of the Trustee or any Holders. The Holders of a majority in outstanding principal amount of the outstanding Securities by notice to Notes for the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), first 90 days such Event of Default and all consequences thereof is continuing in such 180-day period; and (excluding, however, any resulting payment default2) shall be annulled, waived and rescinded, automatically and without any action by 0.50% of the Trustee or outstanding principal amount of the Holders, if within 20 Notes for the remaining 90 days after such Event of Default arose is continuing in such 180-day period. (c) If the Issuer delivers an Officers’ Certificate Company so elects, such Reporting Additional Interest will be payable on all outstanding Notes from, and including, the date on which such Event of Default first occurs (which will be the 60th day after written notice is provided to the Trustee stating that Company in accordance with an Event of Default pursuant to Section 8.01(g)) to, but not including, the 181st day thereafter (x) or such earlier date on which the Indebtedness Event of Default relating to a failure to comply with such requirements shall have been cured or guarantee that is waived or cease to exist). On such 181st day following the basis for Event of Default relating to the reporting obligations set forth in Section 5.02, if such Event of Default has not been discharged or (y) the holders thereof have rescinded cured or waived prior to such 181st day, the accelerationNotes shall be subject to acceleration as provided above. The provisions described in this Section 8.02(c) will not affect the rights of Holders in the event of the occurrence of any other Event of Default. To the extent the Company elects to pay Reporting Additional Interest, notice or action it will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. (d) In order to elect to pay Reporting Additional Interest on the Notes as the case may besole remedy during the first 180 days after the occurrence of an Event of Default relating to the failure to comply with the reporting obligations set forth in Section 5.02 in accordance with Section 8.02(b) giving rise to and Section 8.02(c), the Company shall notify all Holders of Notes and the Trustee and Paying Agent of such election on or before the close of business on the date on which such Event of Default or (z) first occurs. If the default that is Company fails to timely give such notice, the basis for such Event of Default has been cured, it being understood that in no event shall an Notes will be immediately subject to acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsprovided above.

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 SecuritiesDebentures then outstanding, by written notice (the "Acceleration 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 Debentures to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable; provided, however, provided that for so long as any Bank Indebtedness remains outstandingthe Credit Agreement is in effect, no such acceleration declaration shall be not become effective until the earlier of (i) five (5) Business Days after receipt of the giving of written notice to Acceleration Notice by the Issuer Bank Agent and the Representatives under the Credit Agreements Company and (ii) acceleration of the day Indebtedness under the Credit Agreement; provided further that such acceleration shall automatically be rescinded and annulled without any further action required on which the part of the Holders in the event that any Bank Indebtedness and all Events of Default specified in the Acceleration Notice shall have been cured, waived or otherwise remedied in accordance with Section 6.04 prior to the expiration of the period referred to in the preceding clauses (i) and (ii). 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 accelerated. Upon such a declarationcontinuing, such principal and interest declaration of acceleration shall be due automatically rescinded and payable immediatelyannulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Company and/or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 occurs with respect to the Issuer occursCompany, the principal of, premium, if any, and accrued interest on all the Securities Debentures 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 Debentures by written notice to the Trustee Company and to the Trustee, may waive all past Defaults and rescind any and annul such 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 non- 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, premium, if any, and accrued interest on the Debentures 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 (a) Upon the occurrence of Default (other than an Event of Default specified a Change in Control as defined in Section 6.01(f15(a)(i), (ii) or (gv) with respect of the Plan, this Option shall continue for the remaining term of the Option. Upon the occurrence of a Change in Control described in Section 15(a)(iii) or (iv) of the Plan, this Option shall terminate as of the effective date of the merger, disposition of assets, liquidation or dissolution described therein unless it is assumed by the successor corporation of parent thereof. Subject to Section 7(b) below, immediately prior to the Issuereffective date of any Change in Control as defined in Section 15(a) occurs with respect of the Plan, this Option shall vest as to the Securities and is continuingnext four unvested quarterly installments (the "Accelerated Installment") if any, together with prorated additional vesting of a portion of any other unvested shares covered by this Option calculated by (x) subtracting the Trustee or number of full months remaining until the Holders of at least 25% in principal amount normal [ ] vesting date of the outstanding SecuritiesOption from [ ], (y) dividing the difference by notice to [ ] and multiplying the Issuer, may declare resulting fraction times the principal of, premiumnumber of shares, if any, covered by the next [ ] installment. (b) Notwithstanding the provisions of Section 7(a) above, vesting under this Option shall not accelerate as provided in Section 7(a) if and accrued but unpaid interest on all to the Securities extent: (i) this Option is, in connection with the Change in Control, either assumed by the successor corporation or parent thereof or replaced with a comparable award with respect to shares of the capital stock of the successor corporation or parent thereof or (ii) this Option is to be due replaced with a cash incentive program of the successor corporation which preserves the compensation element of this Option existing at the time of the Change in Control and payableprovides for subsequent payout in accordance with the same vesting schedule applicable to this Option; provided, however, that so long vesting under this Option (if assumed), the replacement award (if replaced), or the cash incentive program automatically shall accelerate as any Bank Indebtedness remains outstanding, no provided in Section 7(a) above immediately upon the date Optionee ceases to be a bona fide employee of the successor employer corporation if such acceleration shall be effective until termination is made within twelve (12) months of the earlier of Change in Control either (i) five without Cause (5as defined below) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and or (ii) voluntarily by the day on which any Bank Indebtedness is acceleratedOptionee with Good Reason (as defined below) . Upon such a declaration, such principal and interest The determination of award comparability above shall be due and payable immediately. If an Event made by the Administrator. (c) The Company shall give Optionee reasonable notice of Default specified a Change in Section 6.01(f) or (g) with respect Control to enable Optionee to exercise this Option prior 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 effective date of the Trustee or any Holders. The Holders of a majority Change in principal amount of the outstanding Securities by notice Control to the Trustee may rescind any such acceleration and its consequences. In extent this Option is then exercisable in accordance with the event terms of any Event this Option Agreement. (d) For purposes 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.this Agreement:

Acceleration. If Subject to the terms of the Intercreditor Agreement, if an Event of Default (other than an Event of Default specified described in Section 6.01(fclause (f) or (g) with respect to the Issuerof Section 6.1) occurs with respect to the Securities and is continuing, the Trustee by notice to the Issuers, or the Holders of at least 25% in principal amount of the outstanding Securities, Securities by notice to the IssuerIssuers and the Trustee, may may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and any Additional Amounts and accrued but and 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 principal, premium and accrued and unpaid interest shall be due and payable immediately. If an Event of Default specified described in Section 6.01(fclause (f) or (g) with respect to the Issuer occursof Section 6.1 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 the Securities may not enforce this Indenture, the Security Documents or the Securities except as provided in this Indenture. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.1 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.1 shall be remedied or cured or waived by the holders of the relevant Indebtedness within 30 days after such event of default; provided that no judgment or decree for the payment of the money due on Securities has been obtained by the Trustee as provided in this Indenture. If the Obligations are accelerated for any reason, including, without limitation, because of default, sale, transfer or encumbrance (including that by operation of law or otherwise), the Applicable Prepayment Premium and Additional Amounts and any unamortized discount on the Securities will also be due and payable as though said indebtedness was voluntarily prepaid and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any Applicable Prepayment Premium and Additional Amounts and unamortized discount on the Securities payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early termination and the Issuers agree that it is reasonable under the circumstances currently existing. The Applicable Prepayment Premium and Additional Amounts and any unamortized discount on the Securities shall also be payable in the event the Obligations (and/or this Indenture or the Securities evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE ISSUERS EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW WHICH PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM AND ADDITIONAL AMOUNTS AND ANY UNAMORTIZED DISCOUNT ON THE SECURITIES IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuers expressly agree that: (A) the Applicable Prepayment Premium and Additional Amounts and any discount on the Securities provided for herein is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Applicable Prepayment Premium and Additional Amounts and any unamortized discount on the Securities 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 and the Issuers giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium and Additional Amounts and any unamortized discount on the Securities; and (D) the Issuers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuers expressly acknowledge that their agreement to pay the Applicable Prepayment Premium and Additional Amounts and any unamortized discount on the Securities to the Holders as herein described is a material inducement to the Holders to purchase the Securities. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee hereinafter provided in this Article, the Holders of at least a majority in aggregate principal amount of the outstanding Securities Securities, by written notice to the Trustee Issuers and the Trustee, may rescind any and annul such acceleration declaration and its consequences. In consequences if: (1) The Issuers have paid or deposited with the event Trustee a sum sufficient to pay: (i) the principal of any Event Securities which have become due otherwise than by such declaration of Default specified acceleration (including any Securities required to have been purchased on a Change of Control Payment Date or a Purchase Date pursuant to a Change of Control Offer, an Offer to Purchase or a Loss Proceeds Offer, as applicable, made by the Issuers) and Additional Amounts, if any, and the Applicable Prepayment Premium and, to the extent that payment of such interest is lawful, any interest thereon at the rate provided therefor in Section 6.01(e)the Securities; (ii) to the extent that payment of such interest is lawful, such Event of Default interest upon overdue interest at the rate provided therefor in the Securities, and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or hereunder and the Holderscompensation, if within 20 days after such Event expenses, disbursements and advances of Default arose the Issuer delivers an Officers’ Certificate to Trustee, its agents and counsel and any other amount due under Section 7.7; and (2) all Events of Default, other than 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 non-payment of the principal amount of or interest on, the Securities Notes which have become due solely by such declaration of acceleration, have been cured or waived as described above be annulled, waived provided in Section 6.5. No such rescission shall affect any subsequent default or rescinded upon the happening of impair any such eventsright consequent thereon.

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 Issuer) 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, Notes may 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 declare all 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 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 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, or interest or premium, if any, that has become due solely because of the acceleration) have been cured or waived and all amounts owing to the Trustee under this Indenture have been paid. Notwithstanding the foregoing, a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default, and any time period in this Indenture to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction. In addition, any notice of Default, notice of continuing Event of Default, notice of acceleration or instruction to the event Trustee to provide a notice of Default, notice of acceleration or take any other action relating to a default or Event of Default, other than a payment default or a bankruptcy or insolvency default as described in clauses (1), (2), (7), (8) or (9) of Section 6.01 hereof (a “Special Noteholder Direction”) delivered to the Trustee by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Company and the Trustee that such Holder is not (or, in the case such Holder is the common depositary or its nominee for Euroclear and Clearstream or its nominee, that such Holder is being instructed solely by Beneficial Owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Special Noteholder Direction relating to a notice of Default shall be deemed as continuing at all times until the resulting Default or Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Special Noteholder Direction, covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Noteholder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). The Trustee shall have no duty whatsoever to provide this information to the Company or to obtain this information for the Company. In any case in which the Holder is the common depositary or its nominee for Euroclear and Clearstream or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the Beneficial Owner of the Notes after delivery to the Trustee of appropriate confirmation of Beneficial Ownership satisfactory to the Trustee in lieu of the common depositary or its nominee. Notwithstanding anything to the contrary in this Section 6.02, any Special Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of bankruptcy or similar proceedings shall not require compliance with this Section 6.02. In addition, for the avoidance of doubt, this Section 6.02 shall not apply to any Holder that is a regulated bank. If, following the delivery of a Special Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default specified in Section 6.01(e)that resulted from the applicable Special Noteholder Direction, 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 cure period with respect to such Event of Default or (z) shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the default delivery of a Special Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officer’s Certificate stating that is a final and non-appealable determination of a court of competent jurisdiction on such matter has been made that a Directing Holder failed to satisfy its Verification Covenant, the basis for cure period with respect to any Event of Default that resulted from the applicable Special Noteholder Direction shall be automatically stayed, the cure period with respect to any Event of Default that resulted from the applicable Special Noteholder Direction shall be automatically reinstituted, and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation as confirmed by a final and non-appealable determination of a court of competent jurisdiction on such matter shall result in such Holder’s participation in such Special Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Special Noteholder Direction would have been insufficient to validly provide such Special Noteholder Direction, such Special Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration shall be voided and the Trustee shall be deemed to have not received the Special Noteholder Direction or any notice of such Event of Default; provided however, this shall not invalidate any indemnity and/or security provided by the Directing holders to the Trustee, which obligations shall continue to survive. With their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Company in accordance with the terms of this Section 6.02. Each Holder and subsequent purchaser of the Notes waives any and all claims, in law and/or in equity, against the Trustee and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.02, or arising out of or in connection with following instructions or taking actions in accordance with a Special Noteholder Direction. The Company hereby waives any and all claims, in law and/or in equity, against the Trustee, and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section, or arising out of or in connection with following instructions or taking actions in accordance with a Special Noteholder Direction. For the avoidance of doubt, the Trustee will treat all Holders equally with respect to their rights under this Article 6. In connection with the requisite percentages required under this Article 6, the Trustee shall also treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been cured, it being understood that in no event shall an acceleration obtained with respect to the initial delivery of the principal amount Special Direction. The Company hereby confirms that any and all other actions that the Trustee takes or omits to take under this Section 6.02 and all fees, costs expenses of the Securities as described above Trustee and its agents and counsel arising hereunder and in connection herewith shall be annulled, waived or rescinded upon covered by the happening of any such eventsCompany’s indemnification obligations under Section 7.07 hereof.

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 a series of Notes and is continuing, the Trustee or the Holders holders of at least 2530% in principal amount of the outstanding Securities, Notes of such series by notice to the Issuer, Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes 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 (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 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 Issuer) 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 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; providedpayable immediately by giving notice in writing to the Company and the Trustee specifying the respective Event of Default (the "Acceleration Notice") or if there are any amounts outstanding under the Credit Agreement, however, that so long as any Bank Indebtedness remains outstanding, no such it shall become immediately due and payable upon the first to occur of an acceleration shall be effective until under the earlier of (i) Credit Agreement or five (5) Business Days after receipt by the giving of written notice to the Issuer Company and the Representatives administrative agent 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 acceleratedthen continuing). Upon any such a declaration, such principal and interest the Notes shall be become 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 aggregate principal amount of the then outstanding Securities Notes by written notice to the Trustee and the Company may on behalf of all of the Holders 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, interest or premium that has become due solely because of the 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 Section 6.01(e)6.01(5) 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 and all consequences thereof pursuant to clause (excluding, however, any resulting payment default5) shall be annulled, waived and rescinded, automatically and without any action remedied or cured by the Trustee Company or a Restricted Subsidiary or waived by the Holders, if holders of the relevant Indebtedness within 20 60 days after such Event the declaration of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that acceleration with respect thereto and if (xa) the Indebtedness or guarantee that is annulment of 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 Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the Securities as described above be annulledacceleration of the Notes, waived have been cured or rescinded upon the happening of any such eventswaived.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in Section 6.01(f) or (g) with respect to the IssuerIssuer or The Parent Guarantor) occurs with respect to the Securities and is continuing, (x) the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by written notice to the IssuerIssuer may declare, or (y) the Applicable Holders, by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued but and 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 accrued and unpaid interest shall will be due and payable immediately. . (b) If an Event of Default specified described in Section 6.01(f) or (g) with respect to the Issuer or the Parent Guarantor occurs, 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. (c) If the Notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including an Event of Default under Section 6.01(f)) (each an “Acceleration Event”), Holders will be entitled to the payment of all amounts (including, without limitation, the Specified Premium) that would have been due upon redemption of the Notes if the Issuer redeemed the Notes at its option at the time of such Acceleration Event pursuant to Section 5.07(a) (if such Acceleration Event occurs prior to the First Call Date) or pursuant to Section 5.07(b) (if such Acceleration Event occurs on or after the First Call Date). The Holders Without limiting the generality of the foregoing, it is understood and agreed that if an Acceleration Event occurs, the Specified Premium with respect to a majority redemption of the Notes shall also be due and payable at the time of such Acceleration Event as though the Notes had been redeemed in full at the time of such Acceleration Event and shall constitute part of the Note Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s loss as a result thereof. Interest shall accrue (at the default rate provided under Section 6.03, and compounding on each Interest Payment Date) on the full aggregate principal amount of the outstanding Securities by notice to Notes (including on the Trustee may rescind any such acceleration Specified Premium) from and its consequences. In after the event occurrence of any an Acceleration Event, including in connection with an Event of Default specified in under Section 6.01(e6.01(f), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) . The Specified Premium payable above shall be annulled, waived and rescinded, automatically and without any action presumed to be the liquidated damages sustained by each Holder of 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 (Notes as the case may be) giving rise to such Event result 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 Notes and the Issuer agrees that it is reasonable under the circumstances currently existing. The Specified Premium shall also be payable in the event the Notes (and/or this Indenture) are satisfied, released or discharged by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other similar means. THE ISSUER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (i) the Specified Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) the Specified Premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (iii) there has been a course of conduct between the Holders of the Securities Notes and the Issuer giving specific consideration in this transaction for such agreement to pay the Specified Premium; and (iv) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this clause (c). The Issuer expressly acknowledges that its agreement to pay the Specified Premium to the Holders as herein described above be annulled, waived or rescinded upon is a material inducement to the happening of any such eventsHolders to purchase the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified in arising under Section 6.01(f6.01(6) or (g7) 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 not less than 25% in aggregate principal amount of the Notes then outstanding may by written notice to the Company and the Trustee declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued but unpaid interest to the date of acceleration and (i) such amounts shall become immediately due and payable or (ii) if there are any amounts outstanding under or in respect of the Senior Credit Facility, such amounts shall become due and payable upon the first to occur of an acceleration of amounts outstanding under or in respect of the Senior Credit Facility or five Business Days after receipt by the Company and the representative under the Senior Credit Facility of a notice of acceleration; provided, however, that after such acceleration but before a -------- ------- judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding SecuritiesNotes may rescind and annul such acceleration if (i) all Events of Default, by notice to the Issuer, may declare the principal ofother than nonpayment of principal, premium, if any, and accrued but unpaid or interest on all that has become due solely because of the Securities to be due and payable; providedacceleration, howeverhave been cured or waived, 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) to the day extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iii) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (iv) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(4), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any Bank Indebtedness is acceleratedsubsequent Default or impair any right consequent thereto. Upon such a declaration, such principal and interest shall be due and payable immediately. If In case an Event of Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Issuer Company occurs, the principal ofsuch principal, premium, if any, and interest on amount with respect to all of the Securities Notes shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holders. The 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 eventsNotes.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in Section 6.01(f4.01(f) or (g) with respect to the Issuer4.01(g)) 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 principal amount 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; 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 that it is a "notice of acceleration" (the "ACCELERATION NOTICE"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the day on which any Bank Indebtedness is accelerated. Upon such a declarationSenior Credit Facilities, such principal and interest shall be will become due and payable immediatelyupon the first to occur of an acceleration under the Senior Credit Facilities or five Business Days after receipt by the Issuer and the agent under the Senior Credit Facilities of such Acceleration Notice (unless all Events of Default specified in such Acceleration Notice have been cured or waived). If an Event of Default specified in Section 6.01(f4.01(f) or (g4.01(g) with respect to the Issuer 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 Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of a Default or Event of Default of the type described in Section 4.01(f) or 4.01(g), 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 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(f) paragraph (8) or (g9) of Section 6.01 with respect to the Issuer, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidary) occurs with respect to the Securities and is continuingcontinuing and has not been waived pursuant to Section 6.04, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare the aggregate principal amount of the Securities outstanding, together with accrued but unpaid interest, if any, on all Securities to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and, if the applicable Event of Default is then continuing, the Securities outstanding (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Senior Credit Facility, shall become due and payable upon the first to occur of an acceleration under the Senior Credit Facility or five Business Days after receipt by the Issuer and the Representative under the Senior Credit Facility of such Acceleration Notice (unless all Events of Default specified in such Acceleration Notice have been cured or waived). In the event of a declaration of acceleration because an Event of Default set forth in paragraph (6) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically annulled if (i) the missed payments in respect of the applicable Debt have been paid or if the holders of the Debt that is subject to acceleration have rescinded their declaration of acceleration, in each case within 30 days thereof and (ii) all existing Events of Default, except non-payment of principal or interest which have become due solely because of the acceleration of the Securities, by notice have been cured or waived. If an Event of Default specified in paragraph (8) or (9) of Section 6.01 occurs and is continuing with respect to the Issuer, may declare the principal ofany Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all unpaid principal, 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 then outstanding 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 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 Securities then outstanding Securities (by written notice to the Trustee and the Issuer) may rescind any such and cancel a declaration of acceleration and its consequences. In consequences if (i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Events of Default have been cured or waived, except non-payment of the principal or interest on the Securities which have become due solely by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate as specified in the Securities) on overdue installments of interest and overdue payments of principal and premium, if any, which has become due otherwise than by such declaration of acceleration, has been paid, and (iv) in the event of any the cure or waiver of a Default or Event of Default specified of the type described in paragraphs (8) and (9) 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 such Default or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded cured or waived and the acceleration, notice or action (as the case may be) giving rise Trustee shall be entitled to conclusively rely upon such Event Officers' Certificate and Opinion of Counsel. No such 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 (a) 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, with respect to the Issuer) , any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes 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 or the Holders of at least 25% in principal amount at maturity 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 (an "ACCELERATION DECLARATION") all the Securities Notes to be due and payable. Upon an acceleration declaration, the Accreted Value of and accrued and unpaid interest and Special Interest, if any, on the outstanding Notes shall become due and payable immediately without further action or notice; provided, however, that so long as any Bank Indebtedness remains outstandingafter such acceleration, 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 but before a judgment or decree based 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 occursacceleration, 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 aggregate principal amount at maturity of such outstanding Notes may rescind and annul such acceleration: (1) if the outstanding Securities by notice rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of accelerated Accreted Value and interest that has become due solely because of this acceleration; (3) if the Issuer has paid to the Trustee may rescind any such acceleration its reasonable compensation and reimbursed the Trustee of its consequences. In expenses, disbursements and advances; and (4) in the event of any a cure or waiver of an Event of Default specified of the type set forth in Section 6.01(e)6.01(7) or (8), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee 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) impair any right consequent thereto. In addition, in the default that is the basis for such event of an acceleration declaration because an Event of Default has been curedoccurred and is continuing as a result of the acceleration of any Indebtedness described in clause (5) of Section 6.01, it being understood that the acceleration declaration shall be automatically annulled if the holders of any Indebtedness described in no event shall an clause (5) have rescinded the declaration of acceleration in respect of such Indebtedness and if (x) the annulment of the acceleration of the principal amount Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (y) all existing Events of Default, except nonpayment of Accreted Value or interest on the Notes that became due solely because of the Securities as described above be annulledacceleration of the Notes, waived have been cured 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(fclause (g)(f) or (gh)(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 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, premium, if any, and accrued interest shall be immediately due and payable provided that for so long as any Bank Indebtedness remains outstandingthe New Credit Facility is in effect, no such acceleration declaration shall be not become effective until the earlier of (i) five (5) Business Days after receipt of the giving of written acceleration notice to by the Issuer Agent and the Representatives under the Credit Agreements Company and (ii) acceleration of the day on which any Bank Indebtedness under the New Credit Facility. In the event of a declaration of acceleration because an Event of Default set forth in clause (e)(d) of Section 6.01 has occurred and is accelerated. Upon such a declarationcontinuing, such principal and interest declaration of acceleration shall be due automatically rescinded and payable immediatelyannulled if the event of default triggering such Event of Default pursuant to clause (e)(d) shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (g)(f) or (gh)(g) 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 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 and annul such declaration of acceleration and its consequences. In consequences if (i) all existing Events of Default, other than the event non-payment of the principal of, premium, if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived, (ii) the rescission would not conflict with any Event judgment or decree of Default specified in Section 6.01(e), such Event a court of Default competent jurisdiction and (iii) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action moneys paid or advanced by the Trustee or hereunder and the Holdersreasonable compensation, if within 20 days after such Event expenses, disbursement and advances of Default arose the Issuer delivers an Officers’ Certificate Trustee, its agents and counsel and all other amounts due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has pursuant to 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 eventspaid.

Acceleration. (a) If an Event of Default (Default, other than an Event of Default specified in Section 6.01(f) or (g) a bankruptcy default with respect to the Issuer) Company, occurs and is continuing under the Indenture with respect to the Securities and is continuingNotes of a series, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding SecuritiesNotes of such series then outstanding, 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 Company (and to the Trustee if the notice is given by the Holders), may, and the Representatives under Trustee at the Credit Agreements request of such Holders shall, declare the principal of and (ii) accrued interest on the day on which any Bank Indebtedness is acceleratedNotes of such series to be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principal and interest shall be will become immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(f) or (g) a bankruptcy default occurs with respect to the Issuer occursCompany, the principal of, premium, if any, of and accrued interest on all the Securities shall Notes of each series then outstanding will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (5) above 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) shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived (and the related declaration of acceleration rescinded or annulled) by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect to the Notes and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. (b) The Holders of a majority in principal amount of the outstanding Securities Notes of a series by written notice to the Company and to the 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 consequences with respect to such Notes if (1) all existing Events of Default specified in Section 6.01(e)with respect to such Notes, other than the nonpayment of the principal of, premium, if any, and interest on the Notes of such Event series that have become due solely by the declaration of Default and acceleration, have been cured or waived, (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, and (3) 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 the HoldersIndenture and the reasonable fees, 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 expenses and disbursements of the principal amount of the Securities as described above be annulledTrustee, waived or rescinded upon the happening of any such eventsits agents and counsel have been paid.

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 with respect to the Securities (other than an Event of Default specified in Section 6.01(fclause (vii) or (gviii) 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 New 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 (vii) or (viii) 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 New 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 New Credit Facility. If an Event of Default specified in Section 6.01(fclause (vii) or (gviii) 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 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 specified in Section 6.01(a)(ix) occurs, with respect to the Parent Guarantor, the Issuer, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. (b) If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer6.01(a)(ix)) occurs with respect to the Securities and is continuing, the Trustee may, 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 to the Trustee if such notice is given by the Holders) may declare all the Notes to be due and payable immediately by written notice to the Issuer (with a copy of such notice, if given by the Holders, being delivered to the Trustee and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is acceleratedCollateral Trustee). Upon the effectiveness of such a declaration, such the principal and interest and Additional Amounts, if any, on the Notes shall be due and payable immediately. If an Event of Default specified in Section 6.01(f. (c) 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 a declaration of Default specified in acceleration of the Notes pursuant to Section 6.01(e)6.01(a)(v) 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 and all consequences thereof (excluding, however, any resulting payment defaultpursuant to Section 6.01(a)(v) shall be annulledremedied or cured, or waived and rescinded, automatically and without any action by the Trustee Holders of the relevant Indebtedness, or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating Indebtedness 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 gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction. (zd) The Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at the default that is request or direction of any Holders of Notes unless such Holders have offered to the basis for Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. The Collateral Trustee will be under no obligation to exercise any of its rights or powers under this Indenture or the Security Documents, as applicable, at the request or direction of any holders of Notes unless such holders have offered to the Collateral Trustee indemnity or security satisfactory to it against any loss, liability or expense. (e) The Issuer shall deliver written notice to the Trustee and the Collateral Trustee within 30 days of becoming aware of the occurrence of a Default or an Event of Default. The Trustee may withhold from holders of the Notes notice of any continuing Default or Event of Default has been curedif it determines that withholding notice is in their interest, it being understood that in no event shall an acceleration except a Default or Event of Default relating to the principal amount payment of the Securities as described above be annulledprincipal, waived interest or rescinded upon the happening of any such eventsAdditional Amounts or premium, if any.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in under Section 6.01(f6.01(8) or (g9)) with respect to the Issuer) occurs with respect to the Securities shall have occurred and is be continuing, then the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding 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 immediately due and payable immediatelythe entire principal amount of all the Notes then outstanding plus accrued interest and Liquidated Damages to the date of acceleration. If an Event of Default specified in Section 6.01(f6.01(8) or (g9) with respect to the Issuer occurs, the principal of, premium, if any, of 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 Holders. The Holders of a majority in aggregate principal amount of the outstanding Securities Notes by notice to the Trustee may rescind any such and annul 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, premium, interest and Liquidated Damages that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (b) Upon the occurrence of an Event of Default under Sections 6.01(8) or (9), the principal, premium and interest amount with respect to all of the Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or the Holders of the Notes. (c) In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of a Payment Default on or the acceleration of any Indebtedness described in Section 6.01(5), the declaration of acceleration of the Notes shall be automatically rescinded and annulled if such Payment Default is waived or cured or the holders of such Indebtedness described in such Section 6.01(5) have rescinded the declaration of acceleration in respect of such Indebtedness, as appropriate, within 30 days from the date of such declaration and if (i) the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except non-payment of principal, interest, Liquidated Damages or premium on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. In the event case of any Event of Default specified in Section 6.01(e), such Event occurring solely by reason of Default and all consequences thereof any willful action (excluding, however, any resulting or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment default) shall be annulled, waived and rescinded, automatically and without any action by of the Trustee or premium that the Holders, Company would have had to pay 67 73 if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate Company then had elected to redeem the Notes pursuant to the Trustee stating that (x) optional redemption provisions of this Indenture, an equivalent premium shall also become and be immediately due and payable to the Indebtedness or guarantee that is extent permitted by law upon 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 eventsNotes.

Acceleration. If In the case of an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the IssuerIssuer pursuant to clause (6) of Section 6.01, principal of and accrued and unpaid interest on all the Notes that are outstanding 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 by notice to the Issuer or the Holders of at least 2530% in principal amount of the Notes that are 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 Trustee, may declare the Credit Agreements principal of and (ii) accrued and unpaid interest on 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; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. If an 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 to the Issuer and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Default shall be deemed repeated at all times until the resulting Event of Default specified is cured or otherwise ceases to exist or the Notes are accelerated. For the avoidance of doubt, no notice of Default or other Noteholder Direction shall be effective unless and until the applicable Position Representation is delivered to both the Issuer and the Trustee in accordance with this Section 6.01(f6.02. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such ▇▇▇▇▇▇’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). The Trustee shall have no duty whatsoever to provide this information to the Issuer or to obtain this information for the Issuer; provided that the Trustee shall promptly forward to the Issuer any Position Representation or other information actually received by the Trustee pursuant to the foregoing. In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee. If, following the delivery of a Noteholder Direction, but prior to the acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder providing such Noteholder Direction was, at any relevant time, in breach of its Position Representation and provides to the Trustee evidence that the Issuer has filed papers with 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 Default, Event of Default or acceleration (or notice thereof) that resulted from the applicable Noteholder Direction, the cure period with respect to any such Default shall be automatically stayed and the cure period with respect to any such Default or (g) Event of Default shall be automatically reinstated 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 any Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that any such Default or Event of Default shall be deemed never to have occurred, any acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default; provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders to the Trustee which obligations shall continue to survive. With their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Issuer in accordance with the terms of this section. Each Holder and subsequent purchaser of the Notes waives in this Indenture any and all claims, in law and/or in equity, against the Trustee and agrees in this Indenture not to commence any legal proceeding against the Trustee in respect of, and agrees in this Indenture that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.02, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Issuer agrees to waive in this Indenture any and all claims, in law and/or in equity, against the Trustee, and in this Indenture not to commence any legal proceeding against the Trustee in respect of, and agrees in this Indenture that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.02, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. In connection with the requisite percentages required under this section, the Trustee shall also treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been obtained with respect to the initial delivery of the Noteholder Direction. The Issuer occurswill confirm in this Indenture that any and all other actions that the Trustee takes or omits to take under this Section 6.02 and all fees, the principal of, premium, if any, costs and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part expenses 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 agents and counsel arising hereunder and in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) connection herewith shall be annulled, waived and rescinded, automatically and without any action covered 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 eventsIssuer’s indemnifications under Section 7.06.