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Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’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or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of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in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.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

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

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (7) or (g) with respect to the Issuer) 8) of Section 6.01 that occurs with respect to the Securities Company) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Securities, by written notice to the IssuerCompany (and to the Trustee if such notice is given by the Holders), may may, and the Trustee at the request of such Holders shall, declare the principal amount of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be immediately due and payable; provided. Upon a declaration of acceleration, howeversuch principal amount, that so long as any Bank Indebtedness remains outstandingpremium, no if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be effective until automatically rescinded and annulled if the earlier event of (i) five default triggering such Event of Default pursuant to clause (5) Business Days of Section 6.01 shall be remedied or cured by the Company or the relevant Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the giving declaration of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelyacceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (7) or (g) 8) of Section 6.01 occurs with respect to the Issuer occursCompany, the principal amount of, premium, if any, and accrued interest on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Holder. (b) The Holders of at least a majority in principal amount of the outstanding Securities Notes, by written notice to the Trustee Company and to the Trustee, may waive all past Defaults and rescind any such and annul a declaration of acceleration and its consequences. In consequences if (1) all existing Events of Default, other than the event nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. (c) Notwithstanding the foregoing, to the extent elected by the Company, the sole remedy for an Event of Default specified in relating to the failure to comply with Section 6.01(e), 4.17 and for any failure to comply with the requirements of Section 314(a)(1) of the Trust Indenture Act will for the first 120 days after the occurrence of such an Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by consist exclusively of the Trustee or right to receive Additional Interest on the Holders, if within 20 days after such Event of Default arose the Issuer delivers Notes at an Officers’ Certificate annual rate equal to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration 0.50% of the principal amount of the Securities Notes. The Additional Interest will be paid semi-annually in arrears, with the first semi-annual payment due on the first Interest Payment Date following the date on which the Additional Interest begins to accrue on any Notes. The Additional Interest will accrue on all outstanding Notes from and including the date on which such Event of Default first occurs to, but excluding, the 120th day thereafter (or such earlier date on which such Event of Default shall have been cured or waived). On such 120th day (or earlier, if such Event of Default is cured or waived prior to such 120th day), such Additional Interest will cease to accrue and, if such Event of Default has not been cured or waived prior to such 120th day, the Notes will be subject to acceleration as described above provided above. In the event the Company does not elect to pay Additional Interest upon an Event of Default in accordance with this Section 6.02(c), the Notes will be annulledsubject to acceleration as provided above. If the Company elects to pay such Additional Interest, waived it will notify the Trustee and Paying Agent of such election on or rescinded upon before the happening close of any business on the date on which such eventsEvent of Default first occurs.

Acceleration. If an Event of Default (other than an Event of Default specified in 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 On and at any time after the occurrence of an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to which is continuing the Issuer) occurs with respect to Agent may, and shall if so directed by the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding SecuritiesMajority Lenders, by notice to the IssuerBorrower: (a) cancel the Total Commitments, may whereupon they shall immediately be cancelled; (b) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, declare that all or part of the principal ofUtilisations, premium, if anytogether with accrued interest, and all other amounts accrued but unpaid interest on all or outstanding under the Securities to Finance Documents be immediately due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration whereupon they shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be become immediately due and payable; (c) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, declare that all or part of the Utilisations be payable immediately. If on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; (d) notify the Intercreditor Agent that an Event of Default specified has occurred and continuing and instruct the Intercreditor Agent or the Common Security Agent (through the Intercreditor Agent) to issue one or more Enforcement Notices; and/or (e) exercise or direct the Intercreditor Agent or the Common Security Agent (through the Intercreditor Agent) to exercise any or all of its rights, remedies, powers or discretions under any of the Finance Documents and/or the High Yield Note Documents and/or (if the High Yield Note Refinancing has occurred) any document or instrument in Section 6.01(f) or (g) with respect of the high yield notes issued pursuant to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without High Yield Note Refinancing and/or any declaration document or other act on the part instrument in respect of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice high yield notes issued pursuant to the Trustee may rescind Additional High Yield Notes and/or (if the Additional High Yield Note Refinancing has occurred) pursuant to the Additional High Yield Note Refinancing (in each case, including, following the issue of an Enforcement Notice, any such acceleration and its consequences. In rights, remedies, powers or discretions which first require the event issue of any Event of Default specified in Section 6.01(esuch a notice), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an 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 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. (a) If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(a)(v) or (g) above with respect to the IssuerCompany) occurs shall have occurred with respect to the a series of Securities and be continuing and is continuingknown to the Trustee, the Trustee Trustee, by written notice to the Company, or the Holders of at least not less than 25% in principal amount aggregate Principal Amount of the outstanding Securitiesthen Outstanding Securities of that series, by written notice to the IssuerCompany and the Trustee, may declare the unpaid principal of, of (and premium, if any, ) and any accrued but and unpaid interest on all the Securities of the affected series to be immediately due and payable; provided, however, . Any such notice shall specify the Event of Default and that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier it is a “Notice of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. Acceleration.” If an Event of Default specified in Section 6.01(f6.01(a)(v) or (g) above occurs with respect to the Issuer occursCompany, then the unpaid principal of, of (and premium, if any, ) and accrued and unpaid interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration further notice or other act action on the part of the Trustee or any Holders. The Holder. (b) At any time after such a declaration of acceleration with respect to the Securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article VI provided, the Holders of a majority in principal amount Principal Amount of the outstanding Outstanding Securities of such series, by written notice to the Trustee Company and the Trustee, may rescind any and annul such declaration and its consequences if (i) the Company has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue interest on all of the Securities of that series; (B) the principal of (and premium, if any, on) Securities of that series which has become due otherwise than by such declaration of acceleration and its consequences. In any interest thereon at the event rate or rates prescribed therefor in the Securities of any Event that series; (C) to the extent that payment of Default specified such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in Section 6.01(e), such Event the Securities of Default and that series; and (D) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or hereunder and the Holdersreasonable compensation, if within 20 days after such Event expenses, disbursements, and advances of the Trustee and its agents and counsel and (ii) all Events of Default arose the Issuer delivers an Officers’ Certificate with respect to the Trustee stating Securities of that (x) series, other than the Indebtedness or guarantee non-payment of the principal of the Securities of that is the basis for series which have become due solely by such Event declaration of Default has acceleration, have been discharged or (y) the holders thereof have rescinded cured or waived the acceleration, notice as provided in Section 6.04. No such rescission shall affect any subsequent Default or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsrights relating thereto.

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

Acceleration. If an 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 (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 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 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 Notwithstanding Section 2(a) above: i. In the event that you incur a Qualifying Termination (other than an Event due to your death or due to a termination by the Company Group due to your Disability) prior to the Award satisfying the Service Condition in full, subject to and conditioned upon your execution of Default specified a general release of claims in Section 6.01(fa form prescribed by the Company (the “Release”) within twenty-one (21) days (or forty-five (g45) days if necessary to comply with applicable law) after the date of such Qualifying Termination and, if you are entitled to a seven (7) day post-signing revocation period under applicable law, your non-revocation of such Release during such seven (7) day period, the Award shall satisfy the Service Condition (to the extent not then-satisfied) on the fifty-fifth (55th) day following the date of such Qualifying Termination with respect to a pro-rata portion of the Award determined by multiplying (x) the portion of the Award that would have satisfied the Service Condition on the first regularly scheduled Service Condition satisfaction date following the date of such Qualifying Termination had you remained in Continuous Service through such date, by (y) a fraction, the numerator of which is the number of days elapsed from the immediately preceding Service Condition satisfaction date (or, if none, from the Grant Date) of the Award through and including the date of such Qualifying Termination, and the denominator of which is three hundred and sixty-five (365) (and, for clarity, the Award will, following such Qualifying Termination, remain outstanding and eligible to satisfy the Service Condition on the fifty-fifth (55th) day following the date of such Qualifying Termination if the Release has become effective and, if applicable, irrevocable and (to the extent that the Service Condition has not previously been satisfied) will be forfeited without payment on the fifty-fifth (55th) day following the date of such Qualifying Termination if the Release has not become effective and, if applicable, irrevocable on or before such date). ii. In the event that you incur a Qualifying Termination due to your death or due to a termination by the Company Group due to your Disability, in either case, prior to the Award satisfying the Service Condition in full, the Award shall satisfy the Service Condition in full (to the extent not then-satisfied) on the date of such Qualifying Termination. iii. In the event that you incur a Qualifying Termination on or within twelve (12) months following a Change in Control (as defined in the 2014 Plan or any successor plan thereto), the Administrator may determine, in its sole discretion, whether to accelerate the satisfaction (in whole or in part) of the Service Condition and/or Performance Condition, as applicable, with respect to the Issuer) occurs with respect Award and/or whether to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount accelerate payment of the outstanding Securities, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no Award (in whole or in part) in connection with such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsQualifying Termination.

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

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

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

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

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

Acceleration. If an Event of Default relating to any series of Securities (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) with respect to the Issuerof Section 6.01) occurs with respect to the Securities and is continuing, the Trustee with respect to such series by notice to the Company (and if Senior Bank Debt (as defined in any indenture supplemental hereto) is outstanding, to the representative of the Senior Bank Debt as specified in such supplemental indenture), or the Holders of at least 25% in principal amount Principal Amount of the then outstanding Securities, Securities of such series by notice to the IssuerCompany (and to such Trustee if given by the Holders of such series of Securities), may declare the principal ofunpaid Principal (or, premiumin the case of Original Issue Discount Securities, if any, such lesser amount as may be provided for in such Securities) of and any accrued but unpaid interest on all the Securities of such series to be due and payable. Upon such declaration, the Principal of and interest on such series shall be due and payable immediately; provided, however, that so -------- ------- long as any Bank Indebtedness remains outstandingSenior Credit Agreement (as defined in any indenture supplemental hereto) shall be in force and effect, no such if an Event of Default with respect to any series of Securities shall have occurred and be continuing (other than an Event of Default pursuant to clause (6) or (7) of Section 6.01 with respect to the Company or any Material Subsidiary), any acceleration pursuant to this Section 6.02 shall not be effective until the earlier of (ia) five (5) three Business Days after the giving following a notice of written notice acceleration given to the Issuer and representative of the Representatives Senior Bank Debt (which notice shall be given only after an Event of Default has occurred) unless such Event of Default is theretofore cured or (b) the acceleration of any Indebtedness under the Senior Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelyAgreement. If an Event of Default specified in Section 6.01(fclause (6) or (g7) of Section 6.01 occurs with respect to the Issuer occursany series of Securities, the principal of, premium, if any, and interest on all the Securities such an amount shall ipso facto become and be ---- ----- immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder of such series. The Holders of a majority in principal amount Principal Amount of the any series of then outstanding Securities by notice to the Trustee with respect to such series may rescind any an acceleration with respect to such acceleration series and its consequences. In consequences if the event of rescission would not conflict with any Event judgment or decree and if all existing Events of Default specified in Section 6.01(e)with respect to such series have been cured or waived, except non-payment of Principal of or interest on such Event series that has become due solely because of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

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

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

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(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 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 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. (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(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. 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 upon written request of Holders of at least 25% in principal amount of the outstanding Securities, by notice shall declare to the Issuer, may declare Company and the Trustee that the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be is due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i1) five (5) Business Days after the giving of written notice to the Issuer Company 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(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 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. (a) If an any Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Securities, by notice to the Issuer, Notes may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately, provided that no such declaration shall occur with respect to any action taken, and reported publicly or to Holders, more than two years prior to the date of such declaration. If Notwithstanding the foregoing, in the case of an Event of Default specified in arising under clauses (viii) and (ix) of Section 6.01(f) or (g) with respect to the Issuer occurs6.01(a), the principal of, premium, if any, and interest on all the Securities outstanding Notes shall become and be immediately due and payable without any declaration further action or other act on the part notice. Holders of the Trustee Notes may not enforce this Indenture or any Holdersthe Notes except as provided in this Indenture. The Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Securities by Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Trustee may rescind any such acceleration and its consequences. payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. (b) In the event of a declaration of acceleration because an Event of Default set forth in clause (v) of Section 6.01(a) has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to such clause (v) shall be remedied or cured by the Company or the relevant Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 30 days after the declaration of acceleration with respect thereto. (c) Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (other than a Regulated Bank) (each, a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Company and the Trustee that such Holder is not (or, in the case such Holder is the Depository or its nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such H▇▇▇▇▇’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is the Depository or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of the Depository or its nominee, and the Depository shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. (d) If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officers’ Certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default specified in Section 6.01(e)that resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived automatically stayed and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise cure period with respect to such Event of Default or shall be automatically reinstituted and any remedy stayed pending a final and non- appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (z) other than any indemnity such Holder may have offered the default Trustee), with the effect that is the basis for such Event of Default has been curedshall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. (e) Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraphs. In addition, for the avoidance of doubt, the foregoing paragraphs shall not apply to any Holder that is a Regulated Bank. (f) For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it being understood that in accordance with this Indenture, shall have no event shall an acceleration of duty to inquire as to or investigate the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening accuracy of any such eventsPosition Representation, enforce compliance with any Verification Covenant, verify any statements in any Officers’ Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Company, any Holder or any other Person in acting in good faith on a Noteholder Direction.

Acceleration. If an Event of Default (other than an Event of Default specified in 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(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(e) or 6.01(f) or (g) hereof with respect to the Issuer) occurs with respect to the Securities and is continuing, the Trustee by notice to the Issuer or the Holders holders of at least 25% in principal amount of the outstanding Securities, Notes by notice to the Issuer, Issuer and the Trustee may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders. The Holders holders of a majority in principal amount of the outstanding Securities by notice to the Trustee Notes may rescind any such acceleration with respect to the Notes and its consequences. In the event of any Event of Default specified in Section 6.01(e)6.01(d) above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holdersholders of the Notes, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or discharged, (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in 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 any of Default the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise): (i) the Company defaults in the payment of any principal of or Yield-Maintenance Amount payable with respect to any Note when the same shall become due, either by the terms thereof or otherwise as herein provided; or (ii) the Company defaults in the payment of any interest on any Note for more than 3 days after the date due; or (iii) except for Contingent Liabilities arising with respect to indemnification obligations of the Parent, the Company or any other than an Event Subsidiary being contested in good faith by appropriate proceedings and for which the Parent, the Company or such other Subsidiary maintains adequate reserves, any default or other event shall occur under the terms applicable to (i) Debt under the Credit Agreement or any of Default specified the other Loan Documents (as defined in Section 6.01(fthe Credit Agreement) or (gii) any other Debt of the Parent, the Company or any other Subsidiary in an aggregate amount (for all such Debt so affected and including undrawn committed or available amounts and amounts owing to all creditors under any combined or syndicated credit arrangement) exceeding $5,000,000 and, in either case, such default or event shall (a) consist of the failure to pay such Debt when due, whether by acceleration or otherwise, or (b) accelerate the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause such Debt to become due and payable (or require the Parent, the Company or any other Subsidiary to purchase or redeem such Debt or post cash collateral in respect thereof) prior to its expressed maturity; (iv) any representation or warranty made by the Company, the Parent or any other Guarantor herein or in any other Transaction Document or by the Company, the Parent or any other Guarantor or any of its respective officers in any writing furnished in connection with or pursuant to this Agreement or any other Transaction Document shall be false or misleading in any material respect on the date as of which made; or (v) the Company fails to perform or observe any agreement contained in paragraph 4E or the Parent or the Company fails to perform or observe any agreement contained in paragraph 5C, 5E, 5H or 6; or (vi) (a) the Parent or the Company fails to perform or observe any agreement contained in paragraph 5A(i), (ii), (iii), (v) or (vi) or the penultimate paragraph of paragraph 5A and such failure shall not be remedied within 5 days after the earlier of the date any Responsible Officer obtains actual knowledge thereof or any notice thereof is given to the IssuerParent or the Company by any Significant Holder, (b) the Parent or the Company fails to perform or observe any other agreement, term or condition contained herein and such failure shall not be remedied within 30 days after the earlier of the date any Responsible Officer obtains actual knowledge thereof or any notice thereof is given to the Parent or the Company by any Significant Holder, or (c) the Company or any Guarantor fails to perform or observe any agreement contained in any other Transaction Document and such failure shall not be remedied within the grace period, if any, provided therefor in such Transaction Document; or (vii) the Parent, the Company or any other Subsidiary becomes insolvent or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; or the Parent, the Company or any other Subsidiary applies for, consents to, or the Parent, the Company or any other Subsidiary acquiesces in the appointment of a trustee, receiver or other custodian for such Person or any property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for the Parent, the Company or any other Subsidiary or for a substantial part of the property of any thereof and is not discharged within 60 days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is commenced in respect of the Parent, the Company or any other Subsidiary, and if such case or proceeding is not commenced by such Person, it is consented to or acquiesced in by such Person, or remains for 60 days undismissed; or the Parent, the Company or any other Subsidiary takes any action to authorize, or in furtherance of, any of the foregoing; or (viii) one or more judgments or orders for the payment of money (not paid or fully covered by insurance maintained in accordance with the requirements of this Agreement and as to which the relevant insurance company has acknowledged coverage) aggregating in excess of $5,000,000 shall be rendered against any or all of the Parent, the Company or any other Subsidiary and either (a) enforcement proceedings shall have been commenced by any creditor upon any such judgments or orders or (b) there shall be any period of thirty (30) consecutive days during which a stay of enforcement of any such judgments or orders, by reason of a pending appeal, bond or otherwise, shall not be in effect; or (i) any Person institutes steps to terminate a Plan if as a result of such termination the Parent, the Company or any ERISA Affiliate could be required to make a contribution to such Plan, or could incur a liability or obligation to such Pension Plan, in excess of $5,000,000; (ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; (iii) the Securities Unfunded Liability exceeds twenty percent of the Total Plan Liability, or (iv) there shall occur any withdrawal or partial withdrawal from a Multiemployer Plan and is continuingthe withdrawal liability (without unaccrued interest) to Multiemployer Plans as a result of such withdrawal (including any outstanding withdrawal liability that the Parent, the Trustee Company or any ERISA Affiliate have incurred on the date of such withdrawal) exceeds $5,000,000; or (x) any Guaranty Agreement or any Collateral Document shall cease to be in full force and effect, or the Holders of at least 25% in principal amount of Company or any Guarantor shall contest or deny the outstanding Securities, by notice to the Issuer, may declare the principal validity or enforceability of, premiumor deny that it has any liability or obligations under, if anyany Guaranty Agreement or any Collateral Document, and accrued but unpaid or the Collateral Agent does not have or ceases to have a valid first priority perfected security interest on all the Securities (subject only to be due and payable; provided, however, that so long as Liens permitted by paragraph 6C) in any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the material part of the Trustee or any Holders. The Holders of a majority in principal amount Collateral for the benefit of the outstanding Securities by notice to holders of the Trustee may rescind any such acceleration and its consequences. In the event of any Notes; or (xi) an “Event of Default specified Default”, as defined in Section 6.01(e)the Credit Agreement, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.occurred;

Acceleration. If an Event Upon the request 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 Majority Banks, and after notifying the Securities and is continuingBorrower, the Trustee Local Agent shall be entitled to refuse any new Drawdown under the Agreement and/or to demand immediate (re)payment of all outstanding principal, interest, late-payment interest, costs, fees and incidental expenses and all other amounts due under this Agreement, without making demand, formal notice or any judicial or extra-judicial formality, upon the occurrence of any following events, unless such event no longer exists on the date the Local Agent notifies the Borrower of the acceleration event and/or refuses a new Drawdown: 1) In the event that the Borrower fails to pay any amount due under the Agreement on its due date, if the Borrower does not remedy such default within 15 Days of being given notice to do so; 2) In the event that one or more of the representations and warranties made by the Borrower in connection with this Agreement ceases to be accurate or in force; 3) In the event that one or more of the obligations of or covenants undertaken by the Borrower or the Holders of at least 25% Guarantor in principal amount connection with this Agreement ceases to be substantially valid or in force; 4) In the event that any Benin import license for any material portion 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 Equipment ceases 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 (substantially valid or in force; 5) Business Days after In the giving of written notice to event that any event occurs which materially affects the Issuer Project 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 jeopardizes repayment of the Trustee Facility; 6) In the event that the Borrower does not perform one or any Holders. The Holders more of a majority in principal amount of the outstanding Securities by its other obligations under this Agreement within fifteen (15) days after notice requiring it to the Trustee may rescind any remedy such acceleration and its consequences. non-performance; 7) In the event of any Event a change in the Borrower's ownership structure or a merger, spin-off or dissolution of Default specified the Borrower; 8) In the event of discontinuation of the Borrower's business; or a material change 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 Borrower's core business; or the Holders, if within 20 days after such Event of Default arose Borrower's court-ordered liquidation; or 9) In the Issuer delivers an Officers’ Certificate to the Trustee stating event 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 any of the principal amount guaranties listed in Clauses 11.1 to 11.4 ceases to be valid and enforceable under the terms of the Securities as described above be annulledAgreement in whole or in part and for any reason whatsoever, waived except in the event that the Local Agent does not comply with the formalities set forth in APPENDIX 11.3.1A or rescinded upon the happening of any such eventsAPPENDIX 11.3.

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

Acceleration. If an any Event of Default (other than an Event of Default a type specified in Section 6.01(f) or (gSection 6.01(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 25% in principal amount of the then total outstanding Securities, by notice to the Issuer, Notes may declare the principal of, and premium, if any, interest and accrued but unpaid interest on any other monetary obligations on, all the Securities then outstanding Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event Upon the effectiveness of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurssuch declaration, the principal ofsuch principal, 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 Section 6.01(f) or Section 6.01(g) 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 and so long as a committee of its Responsible Officers in good faith determines that withholding the part notice is in the interest of the Holders. In addition, the Trustee or any Holderswill have no obligation to accelerate 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 all the Holders rescind any acceleration with respect to the Notes (except if such acceleration and its consequencesrescission would conflict with any judgment of a court of competent jurisdiction). In the event of any Event of Default specified in Section 6.01(e)6.01(d) 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; (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. (a) 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(a)) occurs with respect to the Securities and is continuing, the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities, Securities by 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. (b) In the event of a declaration of acceleration of the Securities because an Event of Default pursuant to clause (6) of Section 6.1(a) 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(a) 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 (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 of, premium, if any, 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(f6.1(a) 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 any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the 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.. 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

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 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 (i1) five (5) Business Days after the giving of written notice to the Issuer and the Representatives Representative under the Credit Agreements Bank Indebtedness (provided, that upon the written request by any Holder, the Issuer shall provide notification instructions with respect to the Bank Indebtedness Representative) 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’ 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 any Event of Default (other than an Event of Default specified in Section 6.01(fclause ‎(vi) or (g‎(vii) of ‎Section 6.01(a) hereof with respect to the IssuerCompany) occurs and is continuing with respect to the Securities and is continuingNotes, the Trustee or the Holders of at least 2530% in principal amount of the then total outstanding Securities, by notice to the Issuer, Notes may declare the principal ofprincipal, premium, if any, interest and accrued but unpaid interest any other monetary obligations on all the Securities then outstanding Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice payable immediately. Notwithstanding anything to the Issuer contrary set forth above, a notice of Default may not be given with respect to any action taken, and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is acceleratedreported publicly or to Holders, more than two years prior to such notice of Default. Upon the effectiveness of any such a declaration, such principal and interest with respect to the Notes shall be due and payable immediately. If The Trustee shall have no obligation to accelerate the Notes if it in good faith determines that acceleration is not in the best interest of the Holders of the Notes. (b) Notwithstanding the foregoing, in the case of an Event of Default specified in Section 6.01(farising under clause ‎(vi) or (g‎(vii) of ‎Section 6.01(a) hereof with respect to the Issuer occursCompany, the principal of, premium, if any, and interest on all the Securities outstanding Notes shall become and be immediately due and payable without any declaration further action or other act notice. (c) Upon the outstanding Notes becoming due and payable upon or after the occurrence of an Event of Default, whether automatically or by declaration, such Notes (together with accrued and unpaid interest thereon) will immediately become due and payable (the date thereof, the “Relevant Date”) and (i) if the Relevant Date occurs prior to September 15, 2025, the Applicable Premium that would have been payable upon an optional redemption of such Notes on the part Relevant Date or (ii) if the Relevant Date occurs on or after September 15, 2025 (and prior to March 15, 2027), the redemption premium that would have been payable upon an optional redemption of such Notes on the Relevant Date as set forth in paragraph 5 of the Trustee Notes shall, in either case, also be immediately due and payable on the Relevant Date. EACH OF THE ISSUERS EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. Each Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the holders and the Issuers giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Issuers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Each Issuer expressly acknowledges that its agreement to pay the premium to the holders as herein described is a material inducement to the holders to purchase the Notes. (d) Any notice of Default, notice of acceleration or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice instruction to the Trustee may rescind to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such acceleration Holder to each Issuer and the Trustee that such Holder is not (or, in the case such Holder is DTC or its consequencesnominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Default shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the event time of providing a Noteholder Direction, covenant to provide the Issuers with such other information as the Issuers may reasonably request from time to time in order to verify the accuracy of such ▇▇▇▇▇▇’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). The Trustee shall have no duty whatsoever to provide this information to the Issuers or to obtain this information for the Issuers. In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee. If, following the delivery of a Noteholder Direction, but prior to the acceleration of the Notes, the Issuers determine in good faith that there is a reasonable basis to believe a Directing Holder providing such Noteholder Direction was, at any relevant time, in breach of its Position Representation and provides to the Trustee evidence that the Issuers have filed papers with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default specified in Section 6.01(e)that resulted from the applicable Noteholder Direction, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise cure period with respect to such Event of Default or (z) shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the default delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers provide to the Trustee an Officer’s Certificate stating that is a Directing Holder failed to satisfy its Verification Covenant, the basis for cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default has been curedshall be deemed never to have occurred and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Event of Default; provided, it being understood that in no event however, this shall an acceleration not invalidate any indemnity or security provided by the Directing Holders to the Trustee which obligations shall continue to survive. With their acquisition of the principal amount Notes, each Holder and subsequent purchaser of the Securities as described above Notes consents to the delivery of its Position Representation by the Trustee to the Issuers in accordance with the terms of this Section 6.02. Each Holder and subsequent purchaser of the Notes waives in this Indenture any and all claims, in law and/or in equity, against the Trustee and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees in this Indenture that the Trustee will not be annulledliable for any action that the Trustee takes in accordance with, waived this section or rescinded upon arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Issuers hereby agree to waive any and all claims, in law and/or in equity, against the happening Trustee, and agree not to commence any legal proceeding against the Trustee in respect of, and agree that the Trustee will not be liable for any action that the Trustee takes in accordance with, this section or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Issuers will confirm in this Indenture that any such eventsand all other actions that the Trustee takes or omits to take under this section and all fees, costs and expenses of the Trustee and its agents and counsel arising hereunder and in connection herewith shall be covered by the Issuers’ indemnifications under Section 7.06 hereof.

Acceleration. 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) 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 (g) or (gh) with respect to the Issuer) above 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 Accreted Value 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 Accreted Value, that so long as any Bank Indebtedness remains outstandingpremium, no if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) above 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) above occurs with respect to the Issuer occursCompany, the principal Accreted Value 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 nonpayment of any Event the Accreted Value of, premium, if any, and interest on the Notes that have become due solely by such declaration of Default specified in Section 6.01(e)acceleration, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, have been cured or 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 (xii) the Indebtedness rescission would not conflict with any judgment or guarantee that is the basis for such Event decree 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 a court 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(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 described in Section 6.01(f6.1 (vii) or (gviii) with respect above) relating to the Issuer) Company occurs with respect to the Securities and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Securities, Exchange Debentures by written notice to the IssuerCompany and the Trustee, may declare the unpaid principal of, premium, if any, amount of and any accrued but and unpaid interest on all the Securities Exchange Debentures to be due and payablepayable immediately. If payment of the Exchange Debentures is accelerated because of an Event of Default, the Company or the Trustee shall notify the holders of Designated Exchange Debenture Senior Debt of such acceleration. Upon such declaration the principal and interest shall be due and payable immediately; provided, however, that so long as any Bank Indebtedness remains Designated Exchange Debenture Senior Debt or any commitment therefor is outstanding, no any such acceleration notice or declaration shall be not become effective until the earlier of (ia) five (5) Business Days after the giving of written such notice is delivered to the Issuer and representative for the Representatives under the Credit Agreements and Designated Exchange Debenture Senior Debt or (iib) the day acceleration of any Designated Exchange Debenture Senior Debt and thereafter, payments on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest the Exchange Debentures pursuant to this Article 6 shall be due and payable immediatelymade only to the extent permitted pursuant to Article 10 herein. If Notwithstanding the foregoing paragraph, in the case of an Event of Default specified in arising under Section 6.01(f6.1 (vii) or (gviii) with respect to the Issuer occursabove, the principal ofall outstanding Exchange Debentures will become due and payable without further action or notice. After a declaration of acceleration under this Exchange Debenture Indenture, but before a judgment or decree for payment of principal, premium, if any, and interest on all the Securities shall become and be immediately Exchange Debentures due and payable without any declaration or other act on under this Article 6 has been obtained by the part of the Trustee or any Holders. The Trustee, Holders of a majority in principal amount of the then outstanding Securities Exchange Debentures by written notice to the Company and the Trustee may rescind any such an acceleration and its consequences. In consequences if (i) the event of any Event of Default specified in Section 6.01(e), such Event of Default and Company has paid or deposited with the Trustee a sum sufficient to pay (a) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or under this Exchange Debenture Indenture and the Holdersreasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and (b) all overdue interest on the Exchange Debentures, if within 20 days after such Event any, (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (iii) all existing Events of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating (except nonpayment of principal, premium, if any, or interest that (x) the Indebtedness or guarantee that is the basis for such Event has become due solely because of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice ) have been cured or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventswaived.

Acceleration. If an Event Notwithstanding anything in the Plan, this Award Agreement, or any other plan or agreement to the contrary, if the Administrator, in its discretion, accelerates the vesting of Default the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units, such Restricted Stock Units will be considered as having vested as of the date specified by the Administrator. Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than an Event of Default specified in Section 6.01(f) or (g) with respect due to the Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by notice to the Issuer, may declare the principal of, premium, if anydeath, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) Participant is a “specified employee” within the Indebtedness or guarantee that is meaning of Section 409A at the basis for time of such Event of Default has been discharged or termination as a Service Provider and (y) the holders thereof have rescinded payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or waived within the accelerationsix (6) month period following Participant’s termination as a Service Provider, notice then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of Participant’s termination as a Service Provider, unless the Participant dies following his or action (her termination as a Service Provider, in which case, the case may be) giving rise Restricted Stock Units will be paid in Shares to such Event of Default the Participant’s estate as soon as practicable following his or (z) the default that her death. It is the basis for such Event intent of Default has been cured, it being understood this Award Agreement to comply with the requirements of Section 409A so that in no event shall an acceleration none of the principal amount Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Award Agreement, “Section 409A” means Section 409A of the Securities Code, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as described above each may be annulled, waived or rescinded upon the happening of any such eventsamended from time to time.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (6) and (7) of Section 6.01(f) or (g) with respect 6.01 relating to the IssuerCompany, any Significant Subsidiary of the Company or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary of the Company) occurs with respect to the Securities and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Securities, Notes by written notice to the IssuerCompany, the Trustee and the Bank Agent may declare the unpaid principal of, premiumaccrued interest and Liquidated Damages, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such declaration the principal, interest and Liquidated Damages, if any, shall be due and payable immediately (together with the premium referred to in Section 6.01, if applicable); provided, however, that so long as any Bank Indebtedness remains Designated Senior Debt is outstanding, no such acceleration declaration shall be not become effective until the earlier of (i) the day which is five (5) Business Days after the giving receipt by the Representative with regard to any Designated Senior Debt of such written notice to the Issuer and the Representatives under the Credit Agreements and of acceleration or (ii) the day on which date of acceleration of any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelyDesignated Senior Debt. If an Event of Default specified in Section 6.01(fclause (6) or (g7) with respect of Section 6.01 relating to the Issuer Company, any Significant Subsidiary of the Company or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary of the Company occurs, the principal of, premium, if any, and interest on all the Securities such an amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequencesHolder. In the event of any Event a declaration of Default specified in Section 6.01(e), such Event acceleration of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers Notes because an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (y4) of Section 6.01 hereof, the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event declaration of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount Notes shall be automatically annulled if the holders of any Indebtedness described in clause (4) have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the Securities as described above be annulleddate of such declaration and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and (b) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived or rescinded upon and all amounts due to the happening of any such eventsTrustee under Section 7.07 have been paid.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(6) or (g7) with respect to the IssuerCompany) occurs with respect to the Securities and is continuingcontinuing and has not been waived pursuant to Section 6.04, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount at maturity of the outstanding Securities shall, or the Holders of at least 25% in aggregate principal amount at maturity of the Securities then outstanding Securitiesmay, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Default Amount 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 Facility, shall become due and payable upon the first to occur of an acceleration under the New Credit Facility 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 Facility 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(f6.01(6) or (g7) with respect to the Issuer occursCompany occurs and is continuing with respect to the Company, then the principal of, premium, if any, and interest on all the Securities Default Amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholder. The At any time after a declaration of acceleration with respect to the Securities, the Holders of a majority in principal amount at maturity of the Securities then outstanding Securities (by notice to the Trustee Trustee) 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 Default Amount and any accrued 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 as specified in the Securities) on overdue installments of interest and overdue payments of Accreted Value and premium, 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 expenses, disbursements and advances and (v) in the event of any the cure or waiver of a Default or Event of Default specified of the type described in Section 6.01(eSections 6.01(6) and (7), 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 (g)(f) or (gh)(g) with respect to the Issuer) of Section 6.01 that occurs with respect to the Securities Company) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding SecuritiesNotes then outstanding, by written notice to the IssuerCompany (and to the Trustee if such notice is given by the Holders), may may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be immediately due and payable; provided. Upon a declaration of acceleration, howeversuch principal of, premium, if any, and accrued interest shall be immediately due and payable provided that for so long as any Bank Indebtedness remains outstandingthe New Credit Facility is in effect, no such acceleration declaration shall be not become effective until the earlier of (i) five (5) Business Days after receipt of the giving of written acceleration notice to by the Issuer Agent and the Representatives under the Credit Agreements Company and (ii) acceleration of the day on which any Bank Indebtedness under the New Credit Facility. In the event of a declaration of acceleration because an Event of Default set forth in clause (e)(d) of Section 6.01 has occurred and is accelerated. Upon such a declarationcontinuing, such principal and interest declaration of acceleration shall be due automatically rescinded and payable immediatelyannulled if the event of default triggering such Event of Default pursuant to clause (e)(d) shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (g)(f) or (gh)(g) of Section 6.01 occurs with respect to the Issuer occursCompany, the principal of, premium, if any, and accrued interest on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The At any time after such a declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in principal amount of the outstanding Securities Notes by written notice to the Trustee Company and to the Trustee, may waive all past Defaults and rescind any and annul such declaration of acceleration and its consequences. In consequences if (i) all existing Events of Default, other than the event non-payment of the principal of, premium, if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived, (ii) the rescission would not conflict with any Event judgment or decree of Default specified in Section 6.01(e), such Event a court of Default competent jurisdiction and (iii) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action moneys paid or advanced by the Trustee or hereunder and the Holdersreasonable compensation, if within 20 days after such Event expenses, disbursement and advances of Default arose the Issuer delivers an Officers’ Certificate Trustee, its agents and counsel and all other amounts due to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has pursuant to Section 7.07 have been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventspaid.

Acceleration. (a) If an Event of Default (Default, other than an Event of Default specified in Section 6.01(f) or (g) a bankruptcy default with respect to the Issuer) Company, occurs and is continuing under the Indenture with respect to the Securities and is continuingNotes of a series, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding SecuritiesNotes of such series then outstanding, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer Company (and to the Trustee if the notice is given by the Holders), may, and the Representatives under Trustee at the Credit Agreements request of such Holders shall, declare the principal of and (ii) accrued interest on the day on which any Bank Indebtedness is acceleratedNotes of such series to be immediately due and payable. Upon such a declarationdeclaration of acceleration, such principal and interest shall be will become immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(f) or (g) a bankruptcy default occurs with respect to the Issuer occursCompany, the principal of, premium, if any, of and accrued interest on all the Securities shall Notes of each series then outstanding will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (5) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5) shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived (and the related declaration of acceleration rescinded or annulled) by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect to the Notes and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. (b) The Holders of a majority in principal amount of the outstanding Securities Notes of a series by written notice to the Company and to the Trustee may waive all past defaults and rescind any such and annul a declaration of acceleration and its consequences. In the event of any Event consequences with respect to such Notes if (1) all existing Events of Default specified in Section 6.01(e)with respect to such Notes, other than the nonpayment of the principal of, premium, if any, and interest on the Notes of such Event series that have become due solely by the declaration of Default and acceleration, have been cured or waived, (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, and (3) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or under the HoldersIndenture and the reasonable fees, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration expenses and disbursements of the principal amount of the Securities as described above be annulledTrustee, waived or rescinded upon the happening of any such eventsits agents and counsel have been paid.

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

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

Acceleration. 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 written notice to the IssuerIssuer and the Trustee, may declare the principal of, premiumPrincipal (or, if anythe 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 any accrued but and unpaid interest on all the Securities of that series to be due and payablepayable immediately. If payment of Securities of any series is accelerated because of an Event of Default, the Issuer or the Trustee shall notify the holders of Designated Senior Debt with respect to such series of such acceleration. Upon such declaration, the Principal (or specified amount) of and accrued interest on all the Securities of that series shall be due and payable immediately; provided, however, that so long as any Bank Indebtedness remains Designated Senior Debt or any commitment therefor is outstanding, no any such acceleration notice or declaration shall be not become effective until the earlier of (i) five (5) Business Days after the giving of written such notice is delivered to the Issuer and representative for the Representatives under the Credit Agreements and Designated Senior debt or (ii) the day acceleration of any Designated Senior Debt and thereafter, payments on which any Bank Indebtedness is accelerated. Upon the Securities of such a declaration, such principal and interest series pursuant to this Article 6 shall be due and payable immediatelymade only to the extent permitted pursuant to Article 10 herein. If an Notwithstanding the foregoing, if any Event of Default specified in Section 6.01(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(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 Issuer, or the Holders of at least 30% (or 25% in the case of an Event of Default specified in Section 4.1(1) or 4.1(2)) in principal amount of the then outstanding SecuritiesSecurities may, by written notice to the Issuer, may declare Issuer 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 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 Issuer 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 but 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. (a) If an Event of Default specified in Section 6.01(a)(ix) occurs, with respect to the Parent Guarantor, the Issuer, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. (b) If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer6.01(a)(ix)) occurs with respect to the Securities and is continuing, the Trustee may, or the Holders of at least 2530% in aggregate principal amount of the then outstanding Securities, Notes by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer (and to the Trustee if such notice is given by the Holders) may declare all the Notes to be due and payable immediately by written notice to the Issuer (with a copy of such notice, if given by the Holders, being delivered to the Trustee and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is acceleratedCollateral Trustee). Upon the effectiveness of such a declaration, such the principal and interest and Additional Amounts, if any, on the Notes shall be due and payable immediately. If an Event of Default specified in Section 6.01(f. (c) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequences. In the event of any Event a declaration of Default specified in acceleration of the Notes pursuant to Section 6.01(e)6.01(a)(v) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default and all consequences thereof (excluding, however, any resulting payment defaultpursuant to Section 6.01(a)(v) shall be annulledremedied or cured, or waived and rescinded, automatically and without any action by the Trustee Holders of the relevant Indebtedness, or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating Indebtedness that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction. (zd) The Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at the default that is request or direction of any Holders of Notes unless such Holders have offered to the basis for Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. The Collateral Trustee will be under no obligation to exercise any of its rights or powers under this Indenture or the Security Documents, as applicable, at the request or direction of any holders of Notes unless such holders have offered to the Collateral Trustee indemnity or security satisfactory to it against any loss, liability or expense. (e) The Issuer shall deliver written notice to the Trustee and the Collateral Trustee within 30 days of becoming aware of the occurrence of a Default or an Event of Default. The Trustee may withhold from holders of the Notes notice of any continuing Default or Event of Default has been curedif it determines that withholding notice is in their interest, it being understood that in no event shall an acceleration except a Default or Event of Default relating to the principal amount payment of the Securities as described above be annulledprincipal, waived interest or rescinded upon the happening of any such eventsAdditional Amounts or premium, if any.

Acceleration. If an Event (a) In the case of Default (other than an Event of Default specified in Section 6.01(fclause (7) or (g) 8) of Section 6.01, with respect to the Issuer) , any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Securities, by notice to the Issuer, Notes may declare the principal of, premium, if any, and accrued but unpaid interest on (an "ACCELERATION DECLARATION") all the Securities Notes to be due and payable. Upon an acceleration declaration, the Accreted Value of and accrued and unpaid interest and Special Interest, if any, on the outstanding Notes shall become due and payable immediately without further action or notice; provided, however, that so long as any Bank Indebtedness remains outstandingafter such acceleration, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day but before a judgment or decree based on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occursacceleration, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount at maturity of such outstanding Notes may rescind and annul such acceleration: (1) if the outstanding Securities by notice rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived except nonpayment of accelerated Accreted Value and interest that has become due solely because of this acceleration; (3) if the Issuer has paid to the Trustee may rescind any such acceleration its reasonable compensation and reimbursed the Trustee of its consequences. In expenses, disbursements and advances; and (4) in the event of any a cure or waiver of an Event of Default specified of the type set forth in Section 6.01(e)6.01(7) or (8), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers shall have received an Officers’ ' Certificate to the Trustee stating and an Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to waived. No such Event of rescission shall affect any subsequent Default or (z) impair any right consequent thereto. In addition, in the default that is the basis for such event of an acceleration declaration because an Event of Default has been curedoccurred and is continuing as a result of the acceleration of any Indebtedness described in clause (5) of Section 6.01, it being understood that the acceleration declaration shall be automatically annulled if the holders of any Indebtedness described in no event shall an clause (5) have rescinded the declaration of acceleration in respect of such Indebtedness and if (x) the annulment of the acceleration of the principal amount Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (y) all existing Events of Default, except nonpayment of Accreted Value or interest on the Notes that became due solely because of the Securities as described above be annulledacceleration of the Notes, waived have been cured or rescinded upon the happening of any such eventswaived.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(f) clause (8) or (g9) of Section 6.01 hereof, with respect to the Issuer) Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Securities, Notes may by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and Company declare all the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall Notes to be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occursUpon any such declaration, the principal of, premium, if any, and interest on all the Securities Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Securities Notes by written notice to the Trustee may may, on behalf of all of the Holders, rescind any such an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, or interest or premium, if any, that has become due solely because of the acceleration) have been cured or waived and all amounts owing to the Trustee under this Indenture have been paid. Notwithstanding the foregoing, a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default, and any time period in this Indenture to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction. In addition, any notice of Default, notice of continuing Event of Default, notice of acceleration or instruction to the event Trustee to provide a notice of Default, notice of acceleration or take any other action relating to a default or Event of Default, other than a payment default or a bankruptcy or insolvency default as described in clauses (1), (2), (7), (8) or (9) of Section 6.01 hereof (a “Special Noteholder Direction”) delivered to the Trustee by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Company and the Trustee that such Holder is not (or, in the case such Holder is the common depositary or its nominee for Euroclear and Clearstream or its nominee, that such Holder is being instructed solely by Beneficial Owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Special Noteholder Direction relating to a notice of Default shall be deemed as continuing at all times until the resulting Default or Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Special Noteholder Direction, covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Noteholder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). The Trustee shall have no duty whatsoever to provide this information to the Company or to obtain this information for the Company. In any case in which the Holder is the common depositary or its nominee for Euroclear and Clearstream or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the Beneficial Owner of the Notes after delivery to the Trustee of appropriate confirmation of Beneficial Ownership satisfactory to the Trustee in lieu of the common depositary or its nominee. Notwithstanding anything to the contrary in this Section 6.02, any Special Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of bankruptcy or similar proceedings shall not require compliance with this Section 6.02. In addition, for the avoidance of doubt, this Section 6.02 shall not apply to any Holder that is a regulated bank. If, following the delivery of a Special Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default specified in Section 6.01(e)that resulted from the applicable Special Noteholder Direction, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise cure period with respect to such Event of Default or (z) shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the default delivery of a Special Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officer’s Certificate stating that is a final and non-appealable determination of a court of competent jurisdiction on such matter has been made that a Directing Holder failed to satisfy its Verification Covenant, the basis for cure period with respect to any Event of Default that resulted from the applicable Special Noteholder Direction shall be automatically stayed, the cure period with respect to any Event of Default that resulted from the applicable Special Noteholder Direction shall be automatically reinstituted, and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation as confirmed by a final and non-appealable determination of a court of competent jurisdiction on such matter shall result in such Holder’s participation in such Special Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Special Noteholder Direction would have been insufficient to validly provide such Special Noteholder Direction, such Special Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration shall be voided and the Trustee shall be deemed to have not received the Special Noteholder Direction or any notice of such Event of Default; provided however, this shall not invalidate any indemnity and/or security provided by the Directing holders to the Trustee, which obligations shall continue to survive. With their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Company in accordance with the terms of this Section 6.02. Each Holder and subsequent purchaser of the Notes waives any and all claims, in law and/or in equity, against the Trustee and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.02, or arising out of or in connection with following instructions or taking actions in accordance with a Special Noteholder Direction. The Company hereby waives any and all claims, in law and/or in equity, against the Trustee, and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section, or arising out of or in connection with following instructions or taking actions in accordance with a Special Noteholder Direction. For the avoidance of doubt, the Trustee will treat all Holders equally with respect to their rights under this Article 6. In connection with the requisite percentages required under this Article 6, the Trustee shall also treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been cured, it being understood that in no event shall an acceleration obtained with respect to the initial delivery of the principal amount Special Direction. The Company hereby confirms that any and all other actions that the Trustee takes or omits to take under this Section 6.02 and all fees, costs expenses of the Securities as described above Trustee and its agents and counsel arising hereunder and in connection herewith shall be annulled, waived or rescinded upon covered by the happening of any such eventsCompany’s indemnification obligations under Section 7.07 hereof.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(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 any Event of Default (other than an Event of Default a type specified in Section 6.01(f) or (g6.01(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 2525.0% in principal amount of the Notes then 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 payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event Upon the effectiveness of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurssuch declaration, the such principal of, of and premium, if any, and interest on will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(f) or 6.01(g) 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 and so long as a committee of its Responsible Officers in good faith determines that withholding the part notice is in the interests of the Holders. In addition, the Trustee or any Holderswill have no obligation to accelerate 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 all the Holders rescind any such acceleration with respect to the Notes and its consequencesconsequences (except if such rescission would conflict with any judgment of a court of competent jurisdiction). In the event of any Event of Default specified in Section 6.01(e)6.01(d) hereof, such Event of Default and all consequences thereof (excluding, however, excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that arose: (xa) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or discharged; or (yb) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or Default; or (zc) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) 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 25% 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. (a) If an Event of Default (other than an Event of Default specified described in Section 6.01(f) or (g) with respect to the IssuerIssuer or The Parent Guarantor) occurs with respect to the Securities and is continuing, (x) the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, by written notice to the IssuerIssuer may declare, or (y) the Applicable Holders, by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued but and unpaid interest on all the Securities Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal principal, premium and accrued and unpaid interest shall will be due and payable immediately. . (b) If an Event of Default specified described in Section 6.01(f) or (g) with respect to the Issuer or the Parent Guarantor occurs, the principal of, premium, if any, and accrued and unpaid interest on all the Securities shall Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. (c) If the Notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including an Event of Default under Section 6.01(f)) (each an “Acceleration Event”), Holders will be entitled to the payment of all amounts (including, without limitation, the Specified Premium) that would have been due upon redemption of the Notes if the Issuer redeemed the Notes at its option at the time of such Acceleration Event pursuant to Section 5.07(a) (if such Acceleration Event occurs prior to the First Call Date) or pursuant to Section 5.07(b) (if such Acceleration Event occurs on or after the First Call Date). The Holders Without limiting the generality of the foregoing, it is understood and agreed that if an Acceleration Event occurs, the Specified Premium with respect to a majority redemption of the Notes shall also be due and payable at the time of such Acceleration Event as though the Notes had been redeemed in full at the time of such Acceleration Event and shall constitute part of the Note Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s loss as a result thereof. Interest shall accrue (at the default rate provided under Section 6.03, and compounding on each Interest Payment Date) on the full aggregate principal amount of the outstanding Securities by notice to Notes (including on the Trustee may rescind any such acceleration Specified Premium) from and its consequences. In after the event occurrence of any an Acceleration Event, including in connection with an Event of Default specified in under Section 6.01(e6.01(f), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) . The Specified Premium payable above shall be annulled, waived and rescinded, automatically and without any action presumed to be the liquidated damages sustained by each Holder of the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (Notes as the case may be) giving rise to such Event result of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount Notes and the Issuer agrees that it is reasonable under the circumstances currently existing. The Specified Premium shall also be payable in the event the Notes (and/or this Indenture) are satisfied, released or discharged by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other similar means. THE ISSUER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (i) the Specified Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) the Specified Premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (iii) there has been a course of conduct between the Holders of the Securities Notes and the Issuer giving specific consideration in this transaction for such agreement to pay the Specified Premium; and (iv) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this clause (c). The Issuer expressly acknowledges that its agreement to pay the Specified Premium to the Holders as herein described above be annulled, waived or rescinded upon is a material inducement to the happening of any such eventsHolders to purchase the Notes.

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

Acceleration. If an Event of Default with respect to any Securities at the time outstanding (other than an Event of Default specified in Section 6.01(f6.01(8) or (g9) with respect to the any Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount Principal Amount at Maturity of the outstanding Securities, Securities by notice to the IssuerIssuers, may declare the principal of, premiumIssue Price (or, if anythe Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, the Restated Principal Amount) of and accrued Original Issue Discount (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, accrued but 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 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 Issue Price (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, the Restated Principal Amount) and interest Original Issue Discount (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, accrued but unpaid interest) shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(8) or (g9) with respect to the any Issuer occurs, the principal of, premiumIssue Price (or, if anythe Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, the Restated Principal Amount) of and interest Original Issue Discount (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, accrued but 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 Principal Amount at Maturity of the outstanding Securities by notice to the Trustee may rescind any such an acceleration and its consequences. In consequences if the event of rescission would not conflict with any Event judgment or decree and if all existing Events of Default specified in Section 6.01(e), such Event have been cured or waived except nonpayment of Default and all consequences thereof Issue Price (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holdersor, if within 20 days after the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, the Restated Principal Amount) or Original Issue Discount (or, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01, accrued but <PAGE> 46 unpaid interest) that has become due solely because of acceleration. No such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of rescission shall affect any subsequent Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer) occurs with respect to the such series of Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the such series of outstanding SecuritiesSecurities of such 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 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 of such series 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 of such series 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 of such series 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 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 83 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(j) or (g6.01(k) with respect to the Issuerabove) 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, premiumof and accrued and unpaid 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 accelerated. Upon such a declaration, such principal and interest accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(j) or (g6.01(k) with respect to the Issuer occursabove occurs and is continuing, the principal of, premiumof and accrued and unpaid interest, if any, and interest on all the Securities outstanding 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 with no further action by the Trustee or the Holders. (b) Notwithstanding anything to the contrary herein or in the Securities to the contrary, if within 20 days after such the sole remedy for an Event of Default arose the Issuer delivers an Officers’ Certificate relating to the Trustee stating that (x) failure to comply with Section 3.02 of this Indenture or TIA § 314(a)(1), shall for the Indebtedness or guarantee that is 365 calendar days after the basis for occurrence of such an Event of Default has been discharged or (y) consist exclusively of the holders thereof have rescinded or waived right to receive additional interest on the acceleration, notice or action (as the case may be) giving rise Securities at an annual rate equal 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. Any such additional interest will be payable in the same manner and on the same interest payment dates as the stated interest payable on the Securities. The additional interest will accrue on all outstanding Securities as from and including the date on which an Event of Default relating to a failure to comply with Section 3.02 of this Indenture or TIA § 314(a)(1) first occurs to, but not including, the 365th day thereafter (or such earlier date on which such Event of Default shall have been cured or waived). On such 365th day (or earlier, if such Event of Default is cured or waived prior to such 365th day), such additional interest shall cease to accrue, and the Securities shall be subject to acceleration under Section 6.02(a) of this Indenture if the Event of Default is continuing. The provisions described above be annulled, waived or rescinded upon in this Section 6.02(b) shall not affect the happening rights of Holders of Securities in the event of the occurrence of any such eventsother Event of Default.

Acceleration. If an Event (a) Upon the occurrence of Default (other than an Event of Default specified a Change in Control as defined in Section 6.01(f15(a)(i), (ii) or (gv) with respect of the Plan, this Option shall continue for the remaining term of the Option. Upon the occurrence of a Change in Control described in Section 15(a)(iii) or (iv) of the Plan, this Option shall terminate as of the effective date of the merger, disposition of assets, liquidation or dissolution described therein unless it is assumed by the successor corporation of parent thereof. Subject to Section 7(b) below, immediately prior to the Issuereffective date of any Change in Control as defined in Section 15(a) occurs with respect of the Plan, this Option shall vest as to the Securities and is continuingnext four unvested quarterly installments (the "Accelerated Installment") if any, together with prorated additional vesting of a portion of any other unvested shares covered by this Option calculated by (x) subtracting the Trustee or number of full months remaining until the Holders of at least 25% in principal amount normal [ ] vesting date of the outstanding SecuritiesOption from [ ], (y) dividing the difference by notice to [ ] and multiplying the Issuer, may declare resulting fraction times the principal of, premiumnumber of shares, if any, covered by the next [ ] installment. (b) Notwithstanding the provisions of Section 7(a) above, vesting under this Option shall not accelerate as provided in Section 7(a) if and accrued but unpaid interest on all to the Securities extent: (i) this Option is, in connection with the Change in Control, either assumed by the successor corporation or parent thereof or replaced with a comparable award with respect to shares of the capital stock of the successor corporation or parent thereof or (ii) this Option is to be due replaced with a cash incentive program of the successor corporation which preserves the compensation element of this Option existing at the time of the Change in Control and payableprovides for subsequent payout in accordance with the same vesting schedule applicable to this Option; provided, however, that so long vesting under this Option (if assumed), the replacement award (if replaced), or the cash incentive program automatically shall accelerate as any Bank Indebtedness remains outstanding, no provided in Section 7(a) above immediately upon the date Optionee ceases to be a bona fide employee of the successor employer corporation if such acceleration shall be effective until termination is made within twelve (12) months of the earlier of Change in Control either (i) five without Cause (5as defined below) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and or (ii) voluntarily by the day on which any Bank Indebtedness is acceleratedOptionee with Good Reason (as defined below) . Upon such a declaration, such principal and interest The determination of award comparability above shall be due and payable immediately. If an Event made by the Administrator. (c) The Company shall give Optionee reasonable notice of Default specified a Change in Section 6.01(f) or (g) with respect Control to enable Optionee to exercise this Option prior to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part effective date of the Trustee or any Holders. The Holders of a majority Change in principal amount of the outstanding Securities by notice Control to the Trustee may rescind any such acceleration and its consequences. In extent this Option is then exercisable in accordance with the event terms of any Event this Option Agreement. (d) For purposes of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.this Agreement:

Acceleration. If 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 (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 an Event of Default (other than an Event of Default specified in Section 6.01(f5.1(8) or (g9) 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 principal, premium and interest shall, subject to Section 9.4, be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in Section 5.1(7) above has occurred and is continuing, such declaration of acceleration shall be due automatically rescinded and payable immediatelyannulled if the event of default or payment default triggering such Event of Default pursuant to Section 5.1(7) shall be remedied or cured by the Company and/or the relevant Significant Subsidiaries 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(f5.1(8) or (g9) with respect to the Issuer Company occurs, 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 Securities then outstanding Securities by notice to the Trustee may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such an acceleration with respect to the Securities and its consequences. In consequences if (i) the event rescission would not conflict with any judgment or decree of any Event a court of Default specified in Section 6.01(e)competent jurisdiction and (ii) all existing Events of Default, such Event other than the nonpayment of Default and all consequences thereof (excludingprincipal of, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holderspremium, if within 20 days after any or interest on the Securities that has become due solely because of such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice have been cured or action (as the case may be) giving rise to waived. No such rescission shall affect any subsequent Default or Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(g) or (g) with respect to the Issuerh)) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes outstanding Securities, by notice to the Issuer, Issuer (and to the Trustee if given by holders) 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(g) or (gh) with respect to the Issuer occurs, 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 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)6.01(f) occurs, 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 (and such Officers’ Certificate would attach information provided by such holders or otherwise relied upon by the Issuer to support the statement in the Officers’ Certificate relating to such rescission or waiver by such holders) 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 Notes be annulled, waived or rescinded upon the happening of any such events. The Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind an acceleration and its consequences 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; provided, however, that if the Notes were accelerated as a result of an Event of Default described in clause (a) or (b) of Section 6.01, Holders of a majority in principal amount of the outstanding Notes must also agree to rescind such acceleration and its consequences. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

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.