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Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’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or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of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in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.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(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(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) 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. (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(f) or (g) with respect to the Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by notice to the Issuer, Issuer or the holders of at least 30% in aggregate principal amount of outstanding Notes by notice to the Issuer (with a copy to the Trustee) may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. The Holders Under certain circumstances, the holders of a majority in principal amount of the outstanding Securities by notice to the Trustee Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holdersholders of the Notes, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities Notes as described above be annulled, waived or rescinded upon the happening of any such events.

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

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

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

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

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

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(e) or 6.01(f) or (g) hereof with respect to the IssuerCompany) occurs with respect to the Securities and is continuing, the Trustee or the Holders holders of at least 2530% in principal amount of the outstanding Securities, Notes by notice to the Issuer, Issuers may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i1) five (5) Business Days after the giving of written notice to the Issuer Issuers and the Representatives Representative under the Credit Agreements Agreement and (ii2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Issuer Company occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. The Holders Under certain circumstances, the holders of a majority in principal amount of the outstanding Securities by notice to the Trustee Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e)6.01(d) above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holdersholders of the Notes, if within 20 days after such Event of Default arose the Issuer delivers Issuers deliver an Officers’ Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities Notes as described above be annulled, waived or rescinded upon the happening of any such events.

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

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

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(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 SecuritiesSecurities 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, 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 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 (f) or (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 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 Securities, 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 (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 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 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 nonpayment of the principal amount of of, premium, if any, and accrued interest on the Securities as described above be annulledthat 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 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(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 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(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 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(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 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 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 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 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(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 of Default (other than an Event of Default specified in Section 6.01(fclause (vi) or (gvii) with respect to the Issuer) of Section 6.1 of this Indenture that occurs with respect to the Securities Holdings or Silgan) occurs and is continuing, the Trustee or the Holders of at least 25% in of the aggregate principal amount of the outstanding SecuritiesSecurities then outstanding, by written notice to Holdings (and to the IssuerTrustee if such notice is given by the Holders (the "Acceleration Notice")), may may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Securities then outstanding shall, declare the principal of, premium, if any, of and all accrued but and unpaid interest on all the Securities to be immediately due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no . Any such declaration of acceleration shall be not become effective until the earlier of (iA) five (5) Business Days after receipt of the giving Acceleration Notice by the Bank Agent, Holdings and the agent for the holders of written notice the Silgan Notes and Discount Debentures or (B) acceleration of the Indebtedness under the Silgan Credit Agreement, the Silgan Notes or the Discount Debentures; provided 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 Issuer and expiration of the Representatives under period referred to in the Credit Agreements preceding clauses (A) and (iiB). In the event of a declaration of acceleration because an Event of Default set forth in clause (iv) the day on which any Bank Indebtedness of Section 6.1 of this Indenture 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 (iv) of Section 6.1 of this Indenture shall be remedied, cured by Holdings and/or such 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 (vi) or (gvii) of Section 6.1 of this Indenture occurs with respect to the Issuer occursHoldings or Silgan, the principal of, premium, if any, of and all accrued and unpaid 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 HoldersHolder. The Holders of at least a majority in aggregate principal amount of the outstanding Securities Securities, by written notice to Holdings and to the Trustee 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 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 of, premium, if any, and interest on the Securities as described above be annulledthat 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 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 arising from certain events of Default specified in Section 6.01(f) bankruptcy or (g) insolvency, with respect to the Issuer) Company, any Guarantor or any Restricted Subsidiary that is a Significant Subsidiary of the Company (or any Restricted Subsidiaries that 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 aggregate principal amount of the then outstanding Securities, by notice to the Issuer, Notes may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payablepayable immediately by notice in writing to the Company specifying the Event of Default; provided, however, that so long as any Bank Indebtedness remains permitted to be Incurred pursuant to the Credit Agreement is outstanding, no such that acceleration shall not be effective until the earlier of (i1) an acceleration of Indebtedness under the Credit Agreement; or (2) five (5) Business Days after receipt by the giving Company and the administrative agent under the Credit Agreement of written notice to of the Issuer and acceleration of the Representatives under Notes. In the Credit Agreements and (ii) event of a declaration or acceleration of the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If Notes because an Event of Default specified described in Section 6.01(f601(6) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the Payment Default or other default triggering such Event of Default pursuant to Section 601(6) is remedied or cured by the Company or any of its Restricted Subsidiaries or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto and if (ga) 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, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. At any time after such a declaration of acceleration with respect to the Issuer occursNotes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as provided in this Article, 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 Notes, by written notice to the Trustee Company and the Trustee, may rescind and annul such declaration and its consequences if (1) the Company or, if applicable, any Guarantor has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all of the Notes, (B) the principal of (and premium, if any, on) any Notes which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Notes, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Notes, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its consequencesagents and counsel; and (2) all Events of Default with respect to the Notes, other than the non-payment of the principal of the Notes which has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 604. No such rescission shall affect any subsequent default or impair any right consequent thereon. In the event case of any Event of Default specified in Section 6.01(e), such Event occurring by reason of Default and all consequences thereof (excluding, however, any resulting willful action 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 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 the Indebtedness or guarantee that is Indenture, an equivalent premium shall also become and be immediately due and payable to the basis for such Event of Default has been discharged or (y) extent permitted by law upon 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. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(fclauses (10) or (g11) of Section 6.01 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 SecuritiesNotes, by notice to the Issuer, Issuer may declare the principal of, premium, if any, and accrued but unpaid interest (including Additional 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 of: (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives Representative under the Credit Agreements and Agreement; and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest (including Additional Interest, if any) shall be due and payable immediately. If an Event of Default specified in Section 6.01(fclauses (10) or (g11) of Section 6.01) with respect to the Issuer occurs, the principal of, premium, if any, and interest (including Additional Interest, if any) on all the Securities Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in clause (6) 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 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. (b) Subject to Section 6.02(a), at any time after a declaration of acceleration with respect to the Notes, the Holders of a majority in principal amount of 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 Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in arising under Section 6.01(f6.01(6) or (g7) with respect to either of the IssuerIssuers) occurs with respect to the Securities and is continuing, the Trustee by notice to the Issuers, or the Holders of at least not less than 25% in aggregate principal amount at maturity of the Notes then outstanding Securities, may by written notice to the Issuer, may Issuers and the Trustee declare the Notes to be immediately due and payable in an amount equal to (x) the Accreted Value of the Discount Notes outstanding on the date of acceleration, if such declaration is made on or prior to November 15, 2002 or (y) the entire principal ofamount at maturity of the Notes outstanding on the date of acceleration plus accrued but unpaid interest, if any, to the date of acceleration, if such declaration is made after November 15, 2002, and (i) such amounts shall become immediately due and payable or (ii) if there are any amounts outstanding under the Senior Credit Facility or the Senior Subordinated Notes, such amounts shall become due and payable upon the first to occur of an acceleration of amounts outstanding under the Senior Credit Facility or the Senior Subordinated Notes or five Business Days after receipt by the Company, the representative of the lenders under the Senior Credit Facility and the trustee under the indenture relating to the Senior Subordinated Notes of notice of the acceleration of the Notes; 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 at maturity of outstanding Notes may rescind and annul such acceleration and its consequences if all existing Events of Default, other than the nonpayment of accelerated Accreted Value, principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived and accrued but unpaid interest on all if the Securities to be due and payable; provided, however, that so long as rescission would not conflict with any Bank Indebtedness remains outstanding, no judgment or decree. No such acceleration rescission 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 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 either of the Issuer Issuers occurs, the Accreted Value or principal of, and all 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 (other than an Event of Default specified in Section 6.01(fclause (7) or (g8) of Section 7.01(a)) with respect to the Issuer) occurs with respect to the Securities shall occur and is be continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, by notice to the Issuer, Securities then Outstanding may declare the all unpaid principal of, premium, if any, of and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written by a notice in writing to the Issuer Company (and to the Representatives under Trustee if given by the Credit Agreements and (ii) Holders of the day on which any Bank Indebtedness is acceleratedSecurities). Upon any such a declaration, such principal principal, and interest shall be become due and payable immediately. If an Event of Default specified in Section 6.01(fclause (7) or (g8) of Section 7.01(a) with respect occurs and is continuing, then all the Securities shall ipso facto become and be due and payable immediately in an amount equal to the Issuer occursprincipal amount of the Securities, the principal of, premiumtogether with accrued and unpaid interest, if any, and interest on all to the date the Securities shall become and be immediately due and payable payable, without any declaration or other Houston 3170417v.7 act on the part of the Trustee or any HoldersHolder. The Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of a majority in principal amount of the outstanding Securities by notice appropriate judicial proceedings. Notwithstanding the foregoing, to the Trustee may rescind any such acceleration and its consequences. In extent elected by the event of any Company, the sole remedy for an Event of Default specified in relating to the failure to comply with Section 6.01(e)5.02 and for any failure to comply with the requirements of Section 314(a)(1) of the TIA, will for the first 60 days after the occurrence of such an Event of Default and all consequences thereof consist exclusively of the right to receive additional interest (excluding, however, any resulting payment default“Special Interest”) shall be annulled, waived and rescinded, automatically and without any action by on the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers Securities at an Officers’ Certificate annual rate equal to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration 0.25% of the principal amount of the Securities. The Special Interest will accrue on all Outstanding Securities from and including the date on which an Event of Default relating to a failure to comply with Section 5.02 or the requirements of TIA Section 314(a)(1) first occurs to but not including the 60th day thereafter (or such earlier date on which the Event of Default relating to the reporting obligations shall have been cured or waived). On such 60th day (or earlier, if the Event of Default relating to the reporting obligations is cured or waived prior to such 60th day), such Special Interest will cease to accrue and the Securities will be subject to acceleration as described provided above if the Event of Default is continuing. In the event the Company does not elect to pay Special Interest upon an Event of Default in accordance with this paragraph, the Securities will be annulledsubject to acceleration as provided above. After a declaration of acceleration with respect to the Securities, waived but before a judgment or rescinded upon decree for payment of the happening money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Securities Outstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (1) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (2) all overdue interest on all Outstanding Securities, (3) the principal of any Outstanding Securities which have become due otherwise than by such eventsdeclaration of acceleration and interest thereon at the rate borne by the Securities, and (4) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities; (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (c) all Events of Default, other than the non-payment of principal of and interest on the Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 7.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) 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 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 any Event of Default (other than an Event of Default specified in Section 6.01(fclause (g) or (gh) with respect to the Issuerof Section 6.1) 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 principal amount of the outstanding Securities, by notice to aggregate principal amount at Stated Maturity of the IssuerSecured Notes, may declare the principal amount at Stated Maturity of, premium, if any, and any accrued but and unpaid interest (and Special Interest, if any) on all the Securities such Secured Notes then outstanding to be immediately due and payable by a notice in writing to the Issuer (and to the Trustee if given by Holders of such Secured Notes), and upon any such declaration all amounts payable in respect of the Secured Notes will become and be immediately due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an any Event of Default specified in Section 6.01(fclause (g) or (gh) with respect to the Issuer of Section 6.1 occurs, the principal amount at Stated Maturity of, premium, if any, and any accrued and unpaid interest on all (including Special Interest, if any) on, the Securities Secured Notes then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder of such Secured Notes. The 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 the Secured Notes has been obtained by the Trustee as provided in this Indenture. After any such acceleration, but before a judgment or decree based on acceleration, Holders of a majority in principal amount at Stated Maturity of the outstanding Securities Secured Notes by notice to the Issuer and the Trustee may rescind any such an acceleration and its consequences. In consequences if: (a) the event of Issuer or any Event of Default specified in Section 6.01(e), such Event of Default and Guarantor 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 money paid or advanced by the Trustee or hereunder and the Holdersreasonable compensation, expenses, disbursement and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 7.7; (ii) all overdue installments of interest and Special Interest, if within 20 days after any, on, and any other amounts due in respect of, all Secured Notes; (iii) the principal of (and premium, if any, on) any Secured Notes that have become due otherwise than by such Event declaration of Default arose acceleration and interest thereon at the rate or rates prescribed therefor in the Secured Notes and this Indenture; and (iv) to the extent that payment of such interest is lawful, interest upon Defaulted Interest at the rate or rates prescribed therefor in the Secured Notes and this Indenture; (b) all Events of Default, other than the nonpayment of principal of Secured Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.4; (c) the annulment of such acceleration would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) the Issuer delivers has delivered an Officers’ ' Certificate to the Trustee stating that to the effect of clauses (xb) the Indebtedness or guarantee that is the basis for such Event and (c) 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 eventsthis sentence.

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 Stage I Issuer) occurs with respect to the Securities and is continuing, then and in every such case the Stage I Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, by notice to the Issuer, Stage I Notes may declare the principal of, premium, if any, of the Stage I Notes and any accrued but unpaid interest on all the Securities Stage I Notes to be due and payablepayable immediately by a notice in writing to the Stage I Issuer (and to the Stage I 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 Stage I 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 Stage I Notes, have been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Stage I 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 Stage I 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 Stage I Issuer or a Restricted Subsidiary waived by the holders of the relevant indebtedness 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) Stage I Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the day Stage I 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 Stage I 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 occursStage I Issuer, the principal of, premium, if any, of and any accrued interest on all the Securities Stage I Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Stage I Trustee or any HoldersHolder. The Stage I 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 Stage I Trustee determines that withholding notice is in the interests of the outstanding Securities by notice Holders to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsdo so.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the IssuerCompany) 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, Company 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 the Representatives Representative under the Credit Agreements Agreement and (ii) the day on which any Bank Indebtedness is so 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 ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such an acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the HoldersHolders of the Securities, if within 20 days after such Event of Default arose the Issuer 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 as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If Upon the happening of i) an Event assignment of Default this Agreement by the Buyer to any Person not Affiliated with the Buyer (other than an Event except for a financing source as security for Buyer financing), or ii) a Change in Control of Default specified in Section 6.01(f) or (g) the Buyer, as hereinafter defined, any monies due with respect regards to the Issuer) occurs with respect to the Securities and is continuing, the Trustee Performance Payments 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 Note 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 regards to any declaration financial targets or other act metrics referred to herein. A “Change in Control” of the Company shall be deemed to have occurred if any of the following occur: (i) a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, as in effect on the part date of this Agreement, or if Item 6(c) is no longer in effect, any regulations issued by the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding United States Securities by notice and Exchange Commission pursuant to the Trustee may rescind Securities Exchange Act of 1934, as amended, which serve similar purposes; (ii) any such acceleration and its consequences. In the event of any Event of Default specified Person or “group” as defined in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default13(d)(3) 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 Exchange Act of 1934, as described above be annulledamended (the “Exchange Act”), waived becomes the beneficial owner, directly or rescinded upon indirectly, of thirty-three percent (33%) or more of the happening combined voting power of Company’s outstanding voting securities; (iii) any merger, consolidation, reorganization or similar event involving Company or any of its subsidiaries, as a result of which the holders of the voting securities of Company immediately prior to such eventsmerger, consolidation, reorganization or similar event do not directly or indirectly hold at least fifty-one percent (51%) of the aggregate voting power of the voting securities of the surviving entity; or (iv) the individuals who, as of the Effective Date, constitute the Board (as of the date hereof the “Incumbent Board”) cease for any reason to constitute at least two-thirds (2/3) of the Board, or in the case of a merger or consolidation of Company, do not constitute at least two-thirds (2/3) of the board of directors of the surviving company (or in a case where the surviving corporation is controlled, directly or indirectly by another corporation or entity, do not constitute at least two-thirds (2/3) of the board of such controlling corporation or do not have at least two-thirds (2/3) of the voting seats on any body comparable to a board of directors of such controlling entity, or if there is no body comparable to a board of directors, at least two-thirds (2/3) voting control of such controlling entity); provided that any Person becoming a director (or, in the case of a controlling non-corporate entity, obtaining a position comparable to a director) subsequent to the Effective Date hereof whose election, or nomination for election, was approved by a vote of the Persons comprising at least two-thirds (2/3) of the Incumbent Board, shall be, for purposes of this Agreement, considered as though such Person were a member of the Incumbent Board; or (v) there is a liquidation or dissolution of Company or sale or other transfer of all or substantially all of the assets of Company.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in 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 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 New Credit Agreement, shall become immediately due and payable upon the first to occur of an acceleration under the New Credit Agreement or five (5) Business Days after receipt by the giving of written notice to the Issuer Company and the Representatives Representative under the New Credit Agreements and (ii) Agreement of such Acceleration Notice but only if such Event of Default is then continuing. Notwithstanding the day on which any Bank Indebtedness is accelerated. Upon such a declarationforegoing, such principal and interest shall be due and payable immediately. If in the case of an Event of Default specified in Section 6.01(f) arising from certain events of bankruptcy or (g) insolvency, with respect to the Issuer occursCompany, the principal ofany Significant Subsidiary or any group of Subsidiaries that, premiumtaken together, if anywould constitute a Significant Subsidiary, and interest on all the Securities shall outstanding Notes will become and be immediately due and payable without any declaration further action or other act on the part notice. Holders of the Trustee Notes may not enforce this Indenture or any Holdersthe Notes except as provided herein. The Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Securities by notice to Notes may direct the Trustee may rescind in its exercise of any such acceleration and its consequencestrust or power. 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 the acceleration of any Indebtedness described in clause (vi) of the preceding paragraph, the declaration of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (vi) have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (i) the 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 nonpayment of principal or interest or Liquidated Damages on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the case of any Event of Default specified in occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 6.01(e)3.07 hereof, such an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to June 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to June 15, 2002, then the initial premium specified Section 3.07 hereof shall also become immediately due 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 payable to the Trustee stating that (x) extent permitted by law upon 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 (other than an Event of Default specified in Section 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 outstanding Notes (with a copy to the outstanding Securities, Trustee) by notice to the Issuer, Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until 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’ 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 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 Credit Agreements Facilities 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 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 US\DESMOLI\8895151.9 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 IssuerCompany specified in clauses (g) or (h) of Section 6.1 hereof) occurs with respect to the Securities and is continuing, the Trustee by written notice to the Company or the Holders of at least 30% (or 25% in the case of an Event of Default with respect to payment of principal of or interest on the Securities) in aggregate principal amount of the then outstanding Securities, Securities by written notice to the IssuerCompany (and the Trustee if given by the Holders), may and the Trustee at the request of such Holders shall, declare the all unpaid principal of, premium, if any, and accrued but and unpaid interest on all the Securities to be due and payablepayable immediately; providedPROVIDED, howeverHOWEVER, that so long as if any Bank Senior Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice is outstanding pursuant to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such Facility, upon a declarationdeclaration of acceleration, such principal and interest shall be due and payable upon the earlier of (x) the day that is five Business Days after the provision to the Company and the Credit Agent of such written notice, unless such Event of Default is cured or waived prior to such date, and (y) the date of acceleration of any Senior Indebtedness under the Credit Facility. In the event of a declaration of acceleration because an Event of Default described in clause (d) or (e) of Section 6.1 hereof has occurred and is continuing, such declaration of acceleration shall be automatically annulled if such payment default is cured or waived or the Holders of the Indebtedness which is the subject of such Event of Default have rescinded their declaration of acceleration in respect of such Indebtedness within 60 days thereof and the Trustee has received written notice of such cure, waiver or rescission and no other Event of Default described in clause (d) or (e) of Section 6.1 hereof has occurred that has not been cured or waived within 60 days of the declaration of acceleration of such Indebtedness in respect thereof. Upon such declaration of acceleration the principal, premium, if any, and accrued interest, due and payable on the Securities, as determined in the next succeeding paragraph, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer Company specified in clause (g) or (h) of Section 6.1 hereof occurs, the all unpaid principal of, premium, if any, and accrued interest on all the Securities then outstanding shall IPSO FACTO become and be immediately due and payable without any declaration declaration, notice or other act on the part of the Trustee or any HoldersHolder. The Notwithstanding the foregoing, at any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained, the Holder or Holders of a majority in aggregate principal amount of the then outstanding Securities Securities, by written notice to the Trustee Company and the Trustee, may rescind any such acceleration and its consequences. In the event waive, on behalf of any all Holders, a Default or an Event of Default specified in if: (A) the Company has paid or deposited with the Trustee a sum sufficient to pay: (1) all overdue interest on all Securities, (2) the principal of (and premium, if any, applicable to) any Securities which would become due otherwise than by such declaration of acceleration, and interest thereon at the rate borne by the Securities, (3) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities and (4) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances for the Trustee, its agents and counsel, and (B) all Events of Default, other than the non-payment of the principal of Securities which have become due solely by such declara tion of acceleration, have been cured or waived. Notwithstanding the previous sentence of this Section 6.01(e)6.2, such no waiver shall be effective for any Default or Event of Default and all consequences thereof (excludingin the payment of the principal of, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holderspremium, if within 20 days after such any, or interest on any Security held by a non-consenting Holder or any Default or Event of Default arose with respect to any covenant or provision which cannot be modified or amended without the Issuer delivers an Officers’ Certificate consent of the Holder of each then outstanding Security, unless all such affected Holders agree, in writing, to the Trustee stating that (x) the Indebtedness waive such Default or guarantee that is the basis for such Event of Default has been discharged Default. No such waiver shall cure or (y) the holders thereof have rescinded waive any subsequent default or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereon.

Acceleration. If an Event Executive’s employment terminates without Cause or for Good Reason within six (6) months of Default the Services Start Date, then the vesting schedule applicable to any stock options, restricted stock or other rights to acquire stock in Employer (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 continuingincluding, but not limited to, the Trustee Grants) shall automatically accelerate by six (6) months and all such stock options and other rights that would otherwise vest during such six (6) month period shall, on the date of such termination, become vested and/or immediately exercisable. If Executive’s employment terminates without Cause or for Good Reason after the Holders date that is six (6) months after the Services Start Date, then the vesting schedule applicable to any stock options, restricted stock or other rights to acquire stock in Employer (including, but not limited to, the Grants) shall automatically accelerate by twelve (12) months and all such stock options and other rights that would otherwise vest during such twelve (12) month period shall, on the date of at least 25% such termination, become vested and/or immediately exercisable. In the event that Executive is terminated by Employer (or its successor) without Cause or Executive terminates his employment for “Good Reason” within twelve (12) months of, or otherwise in principal amount connection with, a Change in Control (as hereinafter defined), then any then-unvested stock options, restricted stock or other rights to acquire stock in Employer (as they may be assumed by Employer’s successor) shall automatically and fully vest as of the outstanding Securitiesdate of such termination. For purposes of this Agreement, 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 term “Change of Control” means (i) five a business combination (5such as a merger or consolidation) Business Days of Employer with any other corporation or other type of business entity (such as a limited liability company), other than (A) a business combination which would result in the voting securities of Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of Employer or such controlling surviving entity outstanding immediately after the giving of written notice to the Issuer such business combination, and the Representatives under the Credit Agreements and (B) any bona fide equity financing; or (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declarationsale, 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 occurslease, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration exchange or other act on the part transfer or disposition by Employer of the Trustee all or any Holders. The Holders substantially all 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 eventsEmployer’s assets.

Acceleration. If (a) Upon the occurrence of an Event of Default (other than an Event of Default specified in under Section 6.01(f6.01(a)(vii) or (g) with respect to the Issuer) occurs with respect to the Securities and is continuingviii)), the Trustee or the Holders holders of at least 25% in principal amount of the then outstanding Securities, by notice to the Issuer, Senior Notes may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Senior Notes (i) to be due and payable; providedpayable immediately and, however, that so long as any Bank Indebtedness remains outstanding, no upon 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 any accrued and unpaid interest on on, all Senior Notes shall be due and payable immediately; or (ii) if there are any amounts outstanding under the Securities Credit Facility, to be due and payable immediately upon the first to occur of (A) an acceleration under the Credit Facility or (B) five business days after receipt by the Company and the Representative under the Credit Facility of such notice of acceleration but only if such Event of Default is then continuing; provided, however, that if an Event of Default arises under Section 6.01(a)(vii) or (viii), the principal of, premium, if any, and any accrued and unpaid interest on, all Senior Notes, shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Holders of Senior Notes. (b) The Holders holders of a majority in principal amount of the outstanding Securities Senior Notes then outstanding, by notice to the Trustee Trustee, may rescind any declaration of acceleration of such acceleration Senior Notes and its consequences. In consequences (if the event rescission would not conflict with any judgment or decree) if all existing Events of any Default (other than the nonpayment of principal of or interest on such Senior Notes that shall have become due by such declaration) shall have been cured or waived. (c) If there has been a declaration of acceleration of the Senior Notes because an Event of Default specified under Section 6.01(a)(iv) has occurred and is continuing, such declaration of acceleration shall be automatically annulled if the holders of the Indebtedness described in Section 6.01(e)6.01(a)(iv) have rescinded the declaration of acceleration in respect of such Indebtedness within 30 Business Days thereof and if (i) the annulment of such acceleration would not conflict with any judgment or decree of a court of competent jurisdiction, such Event (ii) all existing Events of Default Default, except non-payment of principal, premium or interest that shall have become due solely because of the acceleration, have been cured or waived, and all consequences thereof (excluding, however, any resulting payment defaultiii) 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 Company has delivered an Officers’ ' Certificate to the Trustee stating that to the effect of clauses (xi) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or and (yii) 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 eventsabove.

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), if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal principal, premium and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(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’ 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) 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 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 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. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to Securities of any series at the Issuer) time Outstanding 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 principal amount of the outstanding Outstanding Securities of that series may declare the unpaid principal of (and premium, if any)(or, if the Securities of such series are OID Securities, such portion of the principal amount as may be specified in the terms thereof) and accrued interest on, if any, all the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. (b) At any time after such a declaration of acceleration with respect to the Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the IssuerCompany and the Trustee, may declare rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all defaulted interest on all Outstanding Securities of such series in accordance with Section 2.11, (B) the principal of and premium, if any, on any Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in the Securities of such series, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate or rates prescribed therefor in the Securities of such series, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to the Securities of such series, other than the nonpayment of the principal of, premium, if any, and accrued but unpaid or interest on all the Securities to be of such series which have become due and payable; providedsolely by such declaration of acceleration, however, that so long have been cured or waived 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 provided 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 6.04. No such rescission shall become and be immediately due and payable without affect 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 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 thereon.

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 and unpaid 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 and unpaid 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 (4) 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 (4) shall be remedied or cured by the Company or a Significant 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 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 notifies the Issuers 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 administrative agent under the First Lien 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 IssuerCompany) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by notice to the IssuerIssuers (with a copy to the Collateral Agent) or the holders of more than 30% in aggregate principal amount of outstanding Notes by notice to the Issuers, with a copy to the Trustee and the Collateral Agent, 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 Trustee, the Collateral Agent 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 consequencesholders. 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 Trustee, the Collateral Agent 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 and the Collateral Agent stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the 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 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 of Default (other than an Event of Default specified in Section 6.01(f6.01(5) or (g6)) 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 Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of 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(5) or (g6) 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 consequencesconsequences with respect to such series if all existing Events of Default (other than the non- payment of the principal 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 rescission would not conflict with any judgment or decree. In the event of a declaration of acceleration under this Indenture with respect to Securities of any series because an Event of Default specified set forth in Section 6.01(e)6.01(4) has occurred and is continuing, such declaration of acceleration shall be automatically annulled if (a) as a result of the contest by the Company in appropriate proceedings of the acceleration of the Debt which is the subject of such Event of Default and all consequences thereof the acceleration of such indebtedness is declared void ab initio, or (excluding, however, any resulting payment defaultb) shall be annulled, waived and rescinded, automatically and without any action by within 90 days of such declaration of acceleration under this Indenture the Trustee or declaration of acceleration of the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that Debt which is the basis for subject of such Event of Default has been discharged or (y) the holders thereof have rescinded or waived annulled in any manner authorized by the accelerationmortgage, notice indenture or action (as instrument evidencing or creating such Debt and, in the case may be) giving rise to such Event of this clause (b), the annulment of the declaration of acceleration under this Indenture would not conflict with any judgment or decree, and, in either case, all other existing Events of Default or (z) other than 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 the and accrued interest, if any, on Securities as described above be annulled, waived that have become due solely by such acceleration) with respect to Securities of that series have been cured or rescinded upon the happening of waived. No such rescission or annulment shall affect any such eventssubsequent default or impair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(funder clause (vi) or (gvii) above with respect to the IssuerCompany or a Significant Subsidiary) occurs with respect to the Securities and is continuingcontinuing hereunder, the Trustee hereunder or the Holders of at least 25% in principal amount of the then outstanding Securities, Securities may declare due and payable all unpaid principal and interest accrued and unpaid on the then outstanding Securities issued hereunder by notice in writing to the IssuerCompany, may declare the principal of, premium, if anyCredit Agent and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), 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 same (i) five shall become immediately due and payable or (5ii) Business Days after the giving of written notice to the Issuer and the Representatives if there is any Indebtedness outstanding under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declarationAgreement, such principal and interest shall be become due and payable immediatelyupon the first to occur of an acceleration under the Credit Agreement, or five business days after receipt by the Company and the Credit Agent of such Acceleration Notice. If an Event of Default specified in Section 6.01(funder clause (vi) or (gvii) above with respect to the Issuer occursCompany or a Significant Subsidiary shall occur hereunder, the all unpaid principal of, premium, if any, of and accrued interest on all the then outstanding Securities issued hereunder shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any of the Holders. The Upon payment of such principal amount, interest and premium, if any, all of the Company's obligations under the Securities and this Indenture, other than obligations under Section 8.07, shall terminate. After a declaration of acceleration, the Holders of a majority in principal amount of the outstanding Securities then outstanding, by notice to the Trustee Trustee, may rescind any such an acceleration and its consequences. In consequences if (i) all existing Events of Default, other than the event non-payment of the principal of the Securities which has become due solely 84 -76- by such declaration of acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal which has become due otherwise than by such declaration of acceleration has been paid, (iii) the rescission would not conflict with any Event judgment or decree of Default specified in Section 6.01(e), such Event a court of Default competent jurisdiction and (iv) the Company has paid or deposited with the Trustee a sum sufficient to pay 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 Indendure and the Holderscompensation, if within 20 days after such Event expenses, disbursements and advances of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsand its agents and counsel.

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 and any premium (including the Premium) 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, or any premium with respect to (including the Premium), 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 and premium (including the Premium) on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the Holders to do so. Additionally, in the event the Notes are accelerated (to the extent such acceleration is not subsequently rescinded and annulled by the Holders of a majority in aggregate principal amount of the outstanding Securities by notice Notes, in accordance with the first paragraph of this Section 6.2 or rescinded and annulled in accordance with the second paragraph of this Section 6.2) or otherwise become due prior to the Trustee may rescind any such acceleration and its consequences. In the event July 1, 2022, in each case, in respect of any Event of Default specified in Section 6.01(e)(including, such but not limited to, upon the occurrence of an Event of Default and all consequences thereof arising under clause (excluding8) of Section 6.1 (including the acceleration of claims by operation of law)), 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 applicable Redemption Price in excess 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 100% of the principal amount (the “Premium”) with respect to an optional redemption pursuant to Paragraph 5 of the Securities Notes will also be due and payable as though the Notes were optionally redeemed on the date of acceleration 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 Premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Issuer agrees that it is reasonable under the circumstances currently existing. The Premium shall also be payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other 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: (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 Holders and the Issuer giving specific consideration in this transaction for such agreement to pay the Premium; and (D) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer expressly acknowledges that its agreement to pay the Premium to Holders as herein described above be annulled, waived or rescinded upon is a material inducement to Holders to purchase the happening of any such eventsNotes.

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 2530.0% 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 payablepayable immediately; provided, however, provided 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 to the Issuer Issuers 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 of and premium, if any, 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 best interests of the Holders. 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 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 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 (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 clauses (8) and (9) of Section 6.01(f) or (g6.1 hereof) with respect to the Issuer) Securities of any series 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 Principal amount of the then outstanding Securities, Securities of that series 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 (or, if the Securities of that series are Original Issue Discount Securities, such portion of the Principal amount as may be specified in the terms of that series) of and (ii) any accrued and unpaid interest on all the day on which any Bank Indebtedness is acceleratedSecurities of that series to be due and payable immediately. Upon such a declaration, such principal the Principal (or specified amount) of and accrued interest on all the Securities of that series shall be due and payable immediately. If an Notwithstanding the foregoing, if any Event of Default specified in Section 6.01(f) clause (8) or (g9) with respect of Section 6.1 hereof relating to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities such an amount shall ipso facto become and be immediately due and payable without any declaration or other act or notice on the part of the Trustee or any HoldersHolder. The After a declaration of acceleration with respect to the Securities of any series under this Indenture, but before a judgment or decree for payment of principal, premium, if any, and interest on the Securities of such series due under this Article 6 has been obtained by the Trustee, Holders of a majority in principal amount of the then outstanding Securities of such series by written notice to the Issuer 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 Issuer has paid or deposited with the Trustee a sum sufficient to pay (a) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or under this Indenture and the Holdersreasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and (b) all overdue interest on the Securities of such series, 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 of Default (other than an Event of Default specified in Section 6.01(f6.01(i) or (g) with respect to the Issuerhereof) 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, and accrued but and unpaid interest on all of the Securities outstanding 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, premium, if any, or interest on the Notes, have been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default described in Section 6.01(f) hereof has occurred and is continuing, the declaration of acceleration of the Notes shall be effective until automatically rescinded and annulled if the earlier event of (idefault or payment default triggering such Event of Default pursuant to Section 6.01(f) five (5) hereof shall be remedied or cured by the Issuer or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness 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 any Event of Default specified in Section 6.01(f6.01(i) or (g) with respect to the Issuer hereof occurs, the principal of, premium, if any, and accrued and unpaid 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. 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 case of (i) any Event of Default specified in Section 6.01(e), such Event occurring by reason of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any willful action by the Trustee or the Holders, if within 20 days after such Event inaction taken or not taken or on behalf of Default arose the Issuer delivers an Officers’ Certificate with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Trustee stating that (x) Issuer then had elected to redeem the Indebtedness or guarantee that is the basis for such Event of Default has been discharged Notes pursuant to Section 3.07 hereof or (yii) 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 Obligations with respect to the Notes automatically by operation of law or by the terms of this Indenture or the Notes during any period in which a premium would have been payable by the Issuer if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsNotes.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (7) or (g8) of Section 6.1(a)) shall have occurred and be continuing under this Indenture, the Trustee with respect to an Issuer or the Issuer) occurs with respect Holders of at least 25.0% in aggregate principal amount of the Notes then outstanding by written notice to the Securities Issuers and is continuing, the Paying Agent (and to the Trustee or and Paying Agent if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Securitiesshall, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be immediately due and payable (a “declaration of acceleration”). Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such . In the event of a declaration of 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 because an Event of Default specified set forth in clause (6) of Section 6.01(f6.1(a) above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (6) of Section 6.1(a) shall be remedied or cured by the relevant Issuer or Significant Subsidiary or waived by the Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (ga) occurs with respect to the Issuer occursan Issuer, 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 Holders. The Holders Holder. (b) For the avoidance of doubt, if a majority Default for a failure to report or failure to deliver a required certificate in principal amount connection with another default (the “Initial Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another Default that resulted solely because of that Initial Default will also be cured without any further action, even though such delivery is not within the outstanding Securities by prescribed period specified in this Indenture. (c) Any notice of Default, notice of acceleration or 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”) in accordance with this Indenture must be accompanied by a written representation from each such acceleration Holder delivered to the Issuers and the Trustee that such Holder is not (or, in the case such Holder is the Depositary or its consequencesnominee, 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 event time of providing a Noteholder Direction, to 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 Holder’s Position Representation within five (5) Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is the Depositary 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 Depositary or its nominee and the Depositary or its nominee 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 Issuers determine 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 Issuers have initiated litigation (“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 Default shall be automatically stayed and the cure period with respect to such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulledautomatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter (a “Final Decision”). Once such Officers’ Certificate has been provided to the Trustee, waived and rescinded, automatically and without any action by the Trustee or shall take no future action pursuant to the Holdersrelated Noteholder Direction until it receives notices of a Final Decision. If, if within 20 days after following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers provide to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant (a “Verification Officers’ Certificate”), the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default arose that resulted from the Issuer delivers an applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant, and the Trustee shall take no further action pursuant to the related Noteholder Direction until the Issuers provide a subsequent Officers’ Certificate to the Trustee stating that such Verification Covenant has been satisfied (x) a “Covenant Satisfaction Officers’ Certificate”). The Issuers shall promptly deliver a Covenant Satisfaction Officers’ Certificate following satisfaction by the Indebtedness or guarantee applicable Directing Holder of its 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 is provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the basis for effect that such Event of Default has been discharged shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or (y) any notice of such Default or Event of Default. Notwithstanding anything in the holders thereof have rescinded or waived preceding two paragraphs to the accelerationcontrary, notice or action (as any Noteholder Direction delivered to the case may be) giving rise to such Trustee during the pendency of an Event of Default as the result of a bankruptcy or (z) similar proceeding shall not require compliance with the default that is foregoing paragraphs. For the basis avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any 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 and shall have no liability for such Event ceasing to take any action, staying any remedy or otherwise failing to act in accordance with a Noteholder Directing during the pendency of Default any Litigation or a Noteholder Direction after a Verification Officers’ Certificate has been curedprovided to it but prior to receipt of a Covenant Satisfaction Officers’ Certificate. The Trustee shall have no liability to the Issuers, any Holder or any other Person in acting in good faith on a Noteholder Direction (it being understood and agreed that in the Trustee shall be entitled to rely on each such Position Representation). In no event shall an acceleration the Trustee be obligated to ascertain, calculate, monitor, inquire or otherwise make any determination as to whether any Holder is a Net Short holder. In any case in which the Holder is DTC or its nominee, each beneficial owner of the principal amount of the Securities as described above Notes agrees to notify DTC if it is a Net Short holder and DTC shall be annulledentitled to conclusively rely thereon in delivering its consent to any amendment, waived modification or rescinded upon the happening waiver of any such eventsprovision of this Indenture.

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 with respect to the Securities 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 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 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 then outstanding will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holder. (b) However, a default under clauses (4), (5) and (7) will not constitute an Event of Default until the Trustee or the Holders of a majority 25% in principal amount of the outstanding Securities by notice to Notes then outstanding, notify the Trustee may rescind any Company of the default in writing and the Company does not cure such acceleration and its consequences. default within the time specified after receipt of such notice. (c) In the event of any Event of Default specified in Section 6.01(eunder clause (6), such Event of Default and all consequences thereof (excluding, however, excluding any resulting payment default, other than as a result of acceleration of 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 , (xa) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (zb) the default that is the basis for such Event of Default has been cured, it being understood that . (d) The Holders of a majority in no event shall an acceleration of the principal amount of the Securities as described above be annulledoutstanding Notes by written notice to the Company and to the Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (1) all existing Events of Default, waived other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by the declaration of acceleration, have been cured or rescinded upon waived, and (2) the happening rescission would not conflict with any judgment or 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 an Event of Default (other than an Event of Default specified in Section 6.01(fclause (g) or (gh) with respect to the Issuer) of Section 6.01 that occurs with respect to the Securities Company or any Significant Guarantor or any Significant Subsidiary) 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, that so long as any Bank Indebtedness remains outstandingthe Credit Facility is in effect, no such acceleration declaration shall be not become 57 effective until the earlier of (iA) five (5) Business Days after the giving delivery of written such notice to the Issuer representative of the Credit Facility and (B) the Representatives acceleration of any Indebtedness under the Credit Agreements Facility. 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 (ii) the day on which any Bank Indebtedness 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 or the relevant Significant Guarantor or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (g) or (gh) of Section 6.01 occurs with respect to the Issuer occursCompany or any Significant Guarantor or Significant Subsidiary, the principal of, premium, if any, and accrued interest on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The At any time after such 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 the 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 the payment of such interest is lawful, interest upon overdue interest, if any, at the rate prescribed therefor, by such Notes, (xb) 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 of Default (other than an Event of Default specified in Section 6.01(f6.01(e) or (gf) 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, 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(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 Notes by notice to the Trustee may rescind any such acceleration with respect to the Notes and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (other than any Event of Default for nonpayment of principal or interest that has become due solely because of acceleration) have been cured or waived. No such rescission shall affect any subsequent or other Default or impair any consequent right. In the event of any Event of Default specified in Section 6.01(e6.01(d), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holdersholders of the Notes, if within 20 30 days after such Event of Default arose the Issuer delivers an Officers’ 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 Notes by reason of any Event of Default other than the event specified in Section 6.01(d) above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in Section 6.01(fclause (f) or (g) with respect to the Issuerof Section 6.01) occurs with respect to the Securities and is continuing, the Trustee may, or the Trustee upon the request of Holders of 25% in principal amount of the outstanding Securities shall, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities, by notice to the Issuer, Securities may declare the principal ofof all the Securities, together with all accrued and unpaid interest and premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; providedpayable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until and the earlier of same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Senior Credit Facilities, will become due and payable upon the first to occur of an acceleration under the Senior Credit Facilities or five (5) Business Days after receipt by the giving of written notice to the Issuer Company and the Representatives agent under the Senior Credit Agreements and Facilities of such Acceleration Notice (ii) the day on which any Bank Indebtedness is accelerated. Upon unless all Events of Default specified in such a declaration, such principal and interest shall be due and payable immediatelyAcceleration Notice have been cured or waived). If an Event of Default specified in Section 6.01(fclause (f) or (g) with respect to the Issuer of Section 6.01 occurs, the all unpaid principal of, premium, if any, of and accrued interest on all the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. At any time after such declaration with respect to the Securities, the Holders of a majority in principal amount of Securities then outstanding (by notice to the Trustee) may rescind and cancel such declaration and its consequences if (i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Defaults and Events of Default have been cured or waived except nonpayment of principal of or interest on the Securities that has become due solely by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Securities) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration has been paid, (iv) the Company has paid the Trustee its 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.