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Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’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or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of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in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.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of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be effective until automatically rescinded and annulled if the earlier event of (i) five default triggering such Event of Default pursuant to clause (5) Business Days of Section 6.01 shall be remedied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

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

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

Acceleration. If an Event of Default (other than an Event of Default specified in 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 may, by notice to the Issuers, or the Holders of at least 2530% in principal amount of the then-outstanding SecuritiesNotes may, by notice to the IssuerIssuer and the Trustee, may in each case, declare the principal ofprincipal, premium, if any, interest, and accrued but unpaid interest any other monetary obligations on all the Securities then-outstanding Notes to be due and payablepayable immediately; providedprovided that, however, that so long as any Bank Indebtedness remains permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or (i2) five (5) Business Days after the giving of written notice of such acceleration by the Trustee or any Holder to the Issuer Issuers and the Representatives under administrative agent with respect to the Senior Credit Agreements and (ii) the day on which any Bank Indebtedness is acceleratedFacilities. Upon such a declarationthe effectiveness of any declaration of acceleration, such the principal and interest on the Notes shall be due and payable immediately. If The Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the interests of the Holders of the Notes. Notwithstanding the foregoing, in the case of an Event of Default specified in Section 6.01(farising under clause (6) or (g7) with respect to the Issuer occursof Section 6.01 hereof, the principal of, premium, if any, and interest on all the Securities outstanding Notes shall become and be immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequencesnotice. In the event of any Event of Default specified in clause (4) of Section 6.01(e)6.01 hereof, such Event of Default and all consequences thereof (excluding, however, excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived waived, and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that arose: (x1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or discharged; (y2) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or Default; or (z3) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

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

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

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) with respect to the Issuerof Section 6.01 hereof) occurs with respect to the Securities and is continuingcontinuing under this Indenture, the Trustee 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 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 Event of Default (other than an Event of Default specified in Section 6.01(f6.1(8) or (g) with respect to the Issuer9)) occurs with respect to the Securities and is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, by notice to the Issuer, Notes voting as a single class may declare the principal of, premium, if any, of the Notes and any accrued but unpaid interest on all the Securities Notes to be due and payablepayable immediately by a notice in writing to the Issuer (and to the Trustee if given by Holders); provided, however, that so long as any Bank Indebtedness remains outstandingafter such acceleration, no but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in this Indenture; provided such rescission would not conflict with any judgment of a court of competent jurisdiction. In the event of a declaration of acceleration of the Notes solely because an Event of Default specified in Section 6.1(6) has occurred and is continuing, the declaration of acceleration of the Notes shall be effective until automatically rescinded and annulled if the earlier Event of (iDefault or payment default triggering such Event of Default pursuant to Section 6.1(6) five (5) shall be remedied or cured by the Issuer or a Restricted Subsidiary of the Issuer or waived by the holders of the relevant Indebtedness within 30 Business Days after the giving declaration of written notice to acceleration with respect thereto and if the Issuer rescission and annulment of the Representatives under acceleration of the Credit Agreements and (ii) Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the day Trustee for the payment of amounts due on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelythe Notes. If an Event of Default specified in Section 6.01(f6.1(8) or (g9) with respect to the Issuer occurs, the principal of, premium, if any, and any accrued interest on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Trustee may withhold from Holders notice of a majority any Default (except Default in payment of principal amount of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the outstanding Securities by notice Holders to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsdo so.

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

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

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

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

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

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

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

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

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

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

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(fclause (d) or (ge) with respect to the Issuer) of Section 6.01 that occurs with respect to the Securities Company or the Guarantor) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding SecuritiesDebentures then outstanding, by written notice to the IssuerCompany or the Guarantor (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, of and accrued but and unpaid interest on all the Securities Debentures to be immediately due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until provision of this Indenture or the earlier of (i) five (5) Business Days after the giving of written notice Debentures 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. In the event of a declaration of acceleration because an Event of Default set forth in clause (c) of Section 6.01 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 cured by the Company or the Guarantor or waived by the Holders within 90 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(fclause (d) or (ge) of Section 6.01 occurs with respect to the Issuer occursCompany or the Guarantor, the principal of, premium, if any, and accrued and unpaid interest on all the Securities Debentures then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The At any time after such declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in principal amount of the outstanding Securities Debentures by written notice to the Trustee Company and to the Trustee, may waive all past Defaults and rescind any 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 or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay (i) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action 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 Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that Trustee, its agents and counsel, (xii) all overdue interest on all Debentures, and (iii) the Indebtedness principal of any Debentures that have become due otherwise than by such declaration or guarantee that is occurrence of acceleration and interest thereon at the basis for rate prescribed therefor by such Event Debentures, (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 non-payment of the principal amount of and accrued and unpaid interest on the Securities as described above be annulledDebentures 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 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(f6.1(7) or (g) with respect to the Issuer8)) 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 interest, on all the Securities to be due and payable. Upon such a declaration, such principal, premium, if any, and accrued and unpaid interest shall be immediately due and payable; provided, however, however that so long as any Bank Indebtedness remains indebtedness permitted to be incurred under this Indenture as part of the Senior Credit Facilities (if such Senior Credit Facilities constitute Senior Indebtedness) shall be outstanding, no such acceleration shall be effective until the earlier of (ix) acceleration of any such Indebtedness under the Senior Credit Facilities or (y) five (5) Business Days business days after the giving of written the acceleration notice to the Issuer Company and the Representatives administrative agent under the Senior Credit Agreements Facilities of such acceleration. In the event of a declaration of acceleration because an Event of Default set forth in Section 6.1(6) 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(6) shall be remedied or cured by the Company and/or the relevant Restricted Subsidiary or the holders of the relevant Indebtedness have rescinded the declaration of acceleration in respect of such 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, other than the day nonpayment of principal, premium or interest on which any Bank Indebtedness is accelerated. Upon the Securities that has become due solely because of such a declarationacceleration, such principal and interest shall be due and payable immediatelyhave been cured or waived. If an Event of Default specified in Section 6.01(f6.1(7) or (g) with respect to the Issuer 8) occurs, the principal of, premium, if any, premium and accrued and unpaid interest on all the Securities shall will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind No such rescission shall affect any such acceleration and its consequences. In the event of any Event of subsequent Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of impair any such eventsright consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f6.01(i) or (g) with respect to the Issuerhereof) occurs with respect to the Securities and is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, by notice to the Issuer, Notes may declare the principal of, premium, if any, and accrued but and unpaid interest on all of the Securities outstanding Notes to be due and payablepayable immediately by a notice in writing to the Issuer (and to the Trustee if given by Holders); provided, however, that so long as any Bank Indebtedness remains outstandingafter such acceleration, no but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal, premium, if any, or interest on the Notes, have been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default described in Section 6.01(f) hereof has occurred and is continuing, the declaration of acceleration of the Notes shall be effective until automatically rescinded and annulled if the earlier event of (idefault or payment default triggering such Event of Default pursuant to Section 6.01(f) five (5) hereof shall be remedied or cured by the Issuer or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 Business Days after the giving declaration of written notice to acceleration with respect thereto and if the Issuer rescission and annulment of the Representatives under acceleration of the Credit Agreements and (ii) Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the day Trustee for the payment of amounts due on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelythe Notes. If an any Event of Default specified in Section 6.01(f6.01(i) or (g) with respect to the Issuer hereof occurs, the principal of, premium, if any, and accrued and unpaid interest on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequencesHolder. In the event case of (i) any Event of Default specified in Section 6.01(e), such Event occurring by reason of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any willful action by the Trustee or the Holders, if within 20 days after such Event inaction taken or not taken or on behalf of Default arose the Issuer delivers an Officers’ Certificate with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Trustee stating that (x) Issuer then had elected to redeem the Indebtedness or guarantee that is the basis for such Event of Default has been discharged Notes pursuant to Section 3.07 hereof or (yii) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount Obligations with respect to the Notes automatically by operation of law or by the terms of this Indenture or the Notes during any period in which a premium would have been payable by the Issuer if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsNotes.

Acceleration. If an any 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 continuing8.01 hereof occurs, the Trustee or (with the Holders written consent of at least the Bank provided the Bank is not in default of its obligations under the terms of any of the Letters of Credit) may, and upon request of the Owners of 25% in principal amount of the outstanding SecuritiesBonds then Outstanding shall, 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 Holders, the Authority, the Bank and the Representatives under Company, declare the principal amount of all Bonds then Outstanding and the interest accrued thereon to such date (the "Acceleration Date") to be immediately due and the Acceleration Price (as hereafter defined) shall thereupon become payable on the first (1st) Business Day following the Acceleration Date (the "Payment Date"). Thereupon, the Trustee, among other things, shall draw immediately upon each of the Letters of Credit Agreements and (ii) as set forth in Section 6.12 hereof. Interest on the day accelerated Bonds shall cease to accrue on which any Bank Indebtedness is acceleratedthe Acceleration Date. Upon such a declaration, such principal and interest Accelerated Bonds shall be due and payable immediatelyat a price equal to 100% of the aggregate principal amount thereof plus interest accrued to the Acceleration Date (the "Acceleration Price"). If Notwithstanding anything contained herein to the contrary, upon the occurrence of an Event of Default specified described in Section 6.01(f8.01(f) or (g), the Trustee shall by written notice to the Holders, the Bank, the Company and the Authority declare immediately due and payable the principal amount of, and interest accrued on, the Outstanding Bonds. Any such declaration is subject to the condition that if, at any time after such declaration and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Letters of Credit shall have been reinstated in full as to principal and interest and the reasonable charges and expenses of the Trustee, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Holders of not less than 25% in aggregate principal amount of the Bonds then Outstanding, by written notice to the Authority, the Bank, the Company and the Trustee, or the Trustee if such declaration was made by the Trustee, may, on behalf of the Holders of all of the Bonds, rescind and annul such declaration and its consequences and waive such default; but such rescission and annulment shall not extend to or affect any subsequent default, and shall not impair or exhaust any right or power in consequence thereof. The foregoing to the contrary notwithstanding, Holders of not less than 25% in principal amount of the Bonds then Outstanding shall have no right to request the Trustee to accelerate the Bonds under this Section 8.02 and the Trustee shall not give any Bondholder notice of a default under the Indenture (except upon the occurrence of an Event of Default under Section 8.01(f) or (g) hereof), the Agreement or any other documents executed and delivered in connection with respect the Bonds or declare the principal amount of all Bonds then Outstanding and interest accrued thereon to such date to be immediately due, unless directed in writing by the Bank or unless the Bank shall be in default of its obligations under terms of any of the Letters of Credit or a voluntary or involuntary case has been commenced by the filing of a petition under the United States Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts by or against the Bank. Upon any declaration of acceleration hereunder, the Trustee shall as soon as possible give written notice of the acceleration to the Issuer occursBondholders as set forth below. In addition, notice of such acceleration shall be mailed, by registered or certified mail or overnight mail, to the principal of, premiumRating Agency then rating the Bonds, if any, but failure to mail any such notice or any defect in the mailing thereof shall not affect the validity of such acceleration. Such notice of acceleration (i) shall be given in the name of the Authority, (ii) shall identify the accelerated Bonds (by name, date of issue, interest rate and maturity date); (iii) shall specify the Acceleration Date; (iv) shall specify the Payment Date and the Acceleration Price; (v) shall state that the interest on the accelerated Bonds ceased to accrue on the Acceleration Date; (vi) shall state the reason for the acceleration; and (vii) shall state that on the Payment Date the Acceleration Price will be payable at the office of the Trustee stated in such notice. The Trustee shall use "CUSIP" numbers on such notices as a convenience to Bondholders and such notice shall state that no representation is made as to the correctness of such "CUSIP" numbers either as printed on the Bonds or as contained in any notice of acceleration and that reliance may be placed on the registration and description printed on the Bonds. Upon acceleration pursuant to this Section 8.02, the Trustee shall immediately exercise such rights as it may have under the Agreement to declare all the Securities shall become and payments thereunder to be immediately due and payable without any declaration or other act and shall immediately draw upon the Letters of Credit as provided in Section 6.12 hereof in an amount that is sufficient to pay the Acceleration Price due on the part Outstanding Bonds on the Payment Date. Upon receipt by the Trustee of any amount from the Bank under the preceding paragraphs of this Section 8.02 (or after receipt by the Trustee of any amounts from the Bank under any other provision of this Indenture), the Bank shall be subrogated to the right, title and interest of the Trustee or and the Bondholders in and to the Indenture, the Agreement, and any Holders. The Holders of a majority in principal amount other security held for the payment of the outstanding Securities by notice Bonds (other than said funds), all of which, upon payment of any fees and expenses due and payable to the Trustee may rescind any such acceleration and its consequences. In pursuant to the event of any Event of Default specified in Section 6.01(e)Agreement or this Indenture, 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 assigned 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 eventsBank.

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

Acceleration. If an Event of Default (other than an Event of Default specified in clause (8) of Section 6.01(f) or (g) 6.1 with respect to the Issuer) occurs with respect to the Securities and is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Securities, by notice to the Issuer, Notes may declare the principal of, premium, if any, of the Notes and any accrued but unpaid interest and any premium (including the Premium) on all the Securities Notes to be due and payablepayable immediately by a notice in writing to the Issuer (and to the Trustee if given by Holders); provided, however, that so long as any Bank Indebtedness remains outstandingafter such acceleration, no but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on, or any premium with respect to (including the Premium), the Notes, have been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be effective until automatically rescinded and annulled if the earlier event of default or payment default triggering such Event of Default pursuant to clause (i6) five (5) of Section 6.1 shall be remedied or cured by the Issuer or a Restricted Subsidiary or waived by the holders of the relevant Debt within 20 Business Days after the giving declaration of written notice to acceleration with respect thereto and if the Issuer rescission and annulment of the Representatives under acceleration of the Credit Agreements and (ii) Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the day Trustee for the payment of amounts due on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelythe Notes. If an Event of Default specified in clause (8) of Section 6.01(f) or (g) 6.1 occurs with respect to the Issuer occursIssuer, the principal of, premium, if any, of and any accrued interest and premium (including the Premium) on all the Securities Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the Holders to do so. Additionally, in the event the Notes are accelerated (to the extent such acceleration is not subsequently rescinded and annulled by the Holders of a majority in aggregate principal amount of the outstanding Securities by notice Notes, in accordance with the first paragraph of this Section 6.2 or rescinded and annulled in accordance with the second paragraph of this Section 6.2) or otherwise become due prior to the Trustee may rescind any such acceleration and its consequences. In the event July 1, 2022, in each case, in respect of any Event of Default specified in Section 6.01(e)(including, such but not limited to, upon the occurrence of an Event of Default and all consequences thereof arising under clause (excluding8) of Section 6.1 (including the acceleration of claims by operation of law)), however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event applicable Redemption Price in excess of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration 100% of the principal amount (the “Premium”) with respect to an optional redemption pursuant to Paragraph 5 of the Securities Notes will also be due and payable as though the Notes were optionally redeemed on the date of acceleration and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any Premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Issuer agrees that it is reasonable under the circumstances currently existing. The Premium shall also be payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other similar means. THE ISSUER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Issuer giving specific consideration in this transaction for such agreement to pay the Premium; and (D) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer expressly acknowledges that its agreement to pay the Premium to Holders as herein described above be annulled, waived or rescinded upon is a material inducement to Holders to purchase the happening of any such eventsNotes.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) with respect to the Issuerof Section 6.01 hereof) occurs with respect to the Securities and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 2530.0% in principal amount of the then total outstanding Securities, by notice to the Issuer, Notes may declare the principal ofprincipal, premium, if any, interest and accrued but unpaid interest any other monetary obligations on all the Securities then outstanding Notes to be due and payablepayable immediately; provided, however, provided that so long as any Bank Indebtedness remains permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or (i2) five (5) Business Days after the giving of written notice of such acceleration to the Issuer Issuers and the Representatives under Representative with respect to the Senior Credit Agreements and (ii) the day on which any Bank Indebtedness is acceleratedFacilities. Upon the effectiveness of such a declaration, such principal of and premium, if any, and interest shall be due and payable immediately. If The Trustee shall have no obligation to accelerate the Notes if, in the best judgment of the Trustee, acceleration is not in the best interests of the Holders. Notwithstanding the foregoing, in the case of an Event of Default specified in Section 6.01(farising under clause (6) or (g7) with respect to the Issuer occursof Section 6.01 hereof, the principal of, premium, if any, and interest on all the Securities outstanding Notes shall become and be immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdersnotice. The Holders of a majority in aggregate principal amount of the then outstanding Securities Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes rescind any such acceleration with respect to the Notes and its consequencesconsequences if such rescission would not conflict with any judgment of a court of competent jurisdiction and if all existing Events of Default (except nonpayment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder that has become due solely because of the acceleration) have been cured or waived. In the event of any Event of Default specified in clause (4) of Section 6.01(e)6.01 hereof, such Event of Default and all consequences thereof (excluding, however, excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that arose: (x1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or discharged; or (y2) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or Default; or (z3) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event (a) 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, with respect to Holdings, the Issuer, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or an Event of Default specified in clause (10) of Section 6.01 occurs, 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 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 aggregate principal of and accrued and unpaid interest on the outstanding Notes shall become due and payable immediately without further action or notice (a) if there is no Indebtedness outstanding under any Credit Facility at such time, immediately and (b) if otherwise, upon the earlier of (x) the final maturity (after giving effect to any applicable grace period or extensions thereof) or an acceleration of any Indebtedness under any Credit Facility prior to the express final stated maturity thereof and (y) five business days after the Representative under each Credit Facility receives the acceleration declaration, but, in the case of this clause (b) only, if such Event of Default is then continuing; 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 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 non-payment of principal 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(e6.01(8) or (9), 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 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 principal amount or interest on the notes that became due solely because of the Securities as described above be annulledacceleration of the notes, waived have been cured or rescinded upon the happening of any such eventswaived.

Acceleration. If an Event of Default (other than an Event of Default specified in clauses (8) and (9) of Section 6.01(f) or (g6.1 hereof) with respect to the Issuer) Securities of any series occurs with respect to the Securities and is continuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in principal Principal amount of the then outstanding Securities, Securities of that series by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under Trustee, may declare the Credit Agreements Principal (or, if the Securities of that series are Original Issue Discount Securities, such portion of the Principal amount as may be specified in the terms of that series) of and (ii) any accrued and unpaid interest on all the day on which any Bank Indebtedness is acceleratedSecurities of that series to be due and payable immediately. Upon such a declaration, such principal the Principal (or specified amount) of and accrued interest on all the Securities of that series shall be due and payable immediately. If an Notwithstanding the foregoing, if any Event of Default specified in Section 6.01(f) clause (8) or (g9) with respect of Section 6.1 hereof relating to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities such an amount shall ipso facto become and be immediately due and payable without any declaration or other act or notice on the part of the Trustee or any HoldersHolder. The After a declaration of acceleration with respect to the Securities of any series under this Indenture, but before a judgment or decree for payment of principal, premium, if any, and interest on the Securities of such series due under this Article 6 has been obtained by the Trustee, Holders of a majority in principal amount of the then outstanding Securities of such series by written notice to the Issuer and the Trustee may rescind any such an acceleration and its consequences. In consequences if (i) the event of any Event of Default specified in Section 6.01(e), such Event of Default and Issuer has paid or deposited with the Trustee a sum sufficient to pay (a) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or under this Indenture and the Holdersreasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and (b) all overdue interest on the Securities of such series, if within 20 days after such Event any, (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (iii) all existing Events of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating (except nonpayment of principal, premium, if any, or interest that (x) the Indebtedness or guarantee that is the basis for such Event has become due solely because of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice ) have been cured or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventswaived.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (9) of Section 6.01(f) or (g) 6.1 with respect to the Parent or an 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 Parent (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. (b) 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 Parent or an Issuer or a Restricted Subsidiary of the Parent 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 Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee or any Holder for the payment of amounts due on the Notes. (iic) 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 clause (9) of Section 6.01(f) or (g) 6.1 occurs with respect to the Issuer occursParent or an Issuer, 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. (d) No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy hereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee, and provided indemnity satisfactory to the Trustee, to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Securities by notice Notes a direction inconsistent with such request and shall have failed to the Trustee may rescind any institute such acceleration and its consequencesproceeding within 60 days. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excludingSuch limitations do not apply, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action to a suit instituted by the Trustee or the Holders, if within 20 days after such Event a Holder of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action a Note directly (as opposed to through the case may beTrustee) giving rise to such Event for enforcement of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration payment of the principal amount of (and premium, if any) or interest on such Note on or after the Securities as described above be annulled, waived or rescinded upon the happening of any respective due dates expressed in such eventsNote.

Acceleration. If an Event of Default (other than an Event of Default specified described in 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 Credit Facility shall be outstanding, no such acceleration shall be effective until the earlier of (ix) acceleration of any such Indebtedness under the Senior Credit Facility or (y) five (5) Business Days after the giving of written the acceleration notice to the Issuer CHS and the Representatives administrative agent under the Senior Credit Agreements Facility 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(fclause (g) or (gh) with respect to the Issuer) of Section 6.01 that occurs with respect to the Securities Company or any Guarantor) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding SecuritiesNotes then outstanding, by written notice to the IssuerCompany (and to the Trustee if such notice is given by the Holders), may may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be immediately due and payable; provided. Upon a declaration of acceleration, howeversuch principal of, that so long as any Bank Indebtedness remains outstandingpremium, no if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in Section 6.01(e) has occurred and is continuing, such declaration of acceleration shall be effective until automatically rescinded and annulled if the earlier event of (idefault triggering such Event of Default pursuant to Section 6.01(e) 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(f6.01(g) or (gh) occurs with respect to the Issuer occursCompany, 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 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 the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) all existing Events of Default, other than the Indebtedness 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 guarantee that is the basis for such Event of Default has been discharged or waived, (y) the holders thereof have rescinded rescission would not conflict with any judgment or waived the acceleration, notice or action (as the case may be) giving rise to such Event decree of Default or a court of competent jurisdiction and (z) the default that is the basis for Trustee has been paid all amounts incurred and owed to it in connection with 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(f6.01(5) or (g6)) occurs and is continuing with respect to Securities of any series at the Issuer) occurs with respect to the Securities and is continuingtime outstanding, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities, Securities of that series by notice to the IssuerCompany and the Trustee, may declare to be due and payable immediately (1) the principal ofamount (or, premiumif Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of Securities of that series) of all of the Securities of that series then outstanding and (2) interest, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerateddate of acceleration. Upon such a declaration, such principal amount (or specified amount) and interest interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(5) or (g6) with respect to the Issuer occursoccurs and is continuing, (1) the principal ofamount (or, premiumif the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Securities of that series) of all of the Securities of that series then outstanding and (2) interest, if any, and interest on all accrued to the Securities date of such acceleration, shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecurityholders. The Holders of a majority in aggregate principal amount of the outstanding Securities of the series with respect to which an acceleration applies by notice to the Trustee may rescind any such an acceleration and its consequencesconsequences with respect to such series if all existing Events of Default (other than the non- payment of the principal of and accrued interest, if any, on Securities that have become due solely by such acceleration) with respect to Securities of that series have been cured or waived and if the rescission would not conflict with any judgment or decree. In the event of a declaration of acceleration under this Indenture with respect to Securities of any series because an Event of Default specified set forth in Section 6.01(e)6.01(4) has occurred and is continuing, such declaration of acceleration shall be automatically annulled if (a) as a result of the contest by the Company in appropriate proceedings of the acceleration of the Debt which is the subject of such Event of Default and all consequences thereof the acceleration of such indebtedness is declared void ab initio, or (excluding, however, any resulting payment defaultb) shall be annulled, waived and rescinded, automatically and without any action by within 90 days of such declaration of acceleration under this Indenture the Trustee or declaration of acceleration of the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that Debt which is the basis for subject of such Event of Default has been discharged or (y) the holders thereof have rescinded or waived annulled in any manner authorized by the accelerationmortgage, notice indenture or action (as instrument evidencing or creating such Debt and, in the case may be) giving rise to such Event of this clause (b), the annulment of the declaration of acceleration under this Indenture would not conflict with any judgment or decree, and, in either case, all other existing Events of Default or (z) other than the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration non-payment of the principal amount of the and accrued interest, if any, on Securities as described above be annulled, waived that have become due solely by such acceleration) with respect to Securities of that series have been cured or rescinded upon the happening of waived. No such rescission or annulment shall affect any such eventssubsequent default or impair any right consequent thereon.

Acceleration. If an any Event of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) of Section 6.01 with respect to the Issuer) occurs with respect to the Securities and is continuingcontinuing under this Indenture, the Trustee by written notice to the Issuer, or the Holders of at least 2530.0% in aggregate principal amount of the then total 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 the Representatives under Trustee, may declare the Credit Agreements principal, premium, if any, interest and (ii) any other monetary obligations on all the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall then outstanding Notes to 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 all the Securities shall become and will be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersimmediately. The Trustee may withhold from the Holders notice of any continuing Default, except a majority in principal amount of the outstanding Securities by notice Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. The Trustee may rescind any such acceleration will have no obligation to accelerate the Notes. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01 hereof with respect to the Issuer, all outstanding Notes shall be due and its consequencespayable immediately without further action or notice. In the event of any Event of Default specified in Section 6.01(e)6.01(4) hereof, such Event of Default and all consequences thereof (excluding, however, excluding any resulting payment default, other than as a result of acceleration of the Notes) shall will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that if: (x1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or discharged; (y2) the requisite 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 eventsis otherwise no longer continuing.

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

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g6.01(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, 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 may, and if such notice is given by the Holders such notice shall be given to the Issuer and the Representatives under Trustee, declare that the Credit Agreements principal of, and (ii) the day on which any Bank Indebtedness premium on, all the Securities is accelerateddue and payable. Upon such a declaration, such principal and interest premium shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g6.01(g) with respect to the Issuer occurs, the principal of, premiumand the premium on, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable payable, without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such an acceleration and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal or 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 Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the HoldersHolders of the Securities, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or discharged, (y) the holders Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in 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 described in Section 6.01(fSECTION 6.1(5) or (gSECTION 6.1(6) with respect to the Parent Guarantor or the Issuer) occurs with respect to the Securities Second Lien Notes occurs and is continuing, the Trustee by written notice to the Issuer or the Holders of at least 25% in principal amount of the outstanding Securities, Second Lien Notes by written notice to the IssuerIssuer and the Trustee, may declare the principal of, premium, if any, and accrued but and unpaid interest on on, all the Securities Second Lien 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 accrued and unpaid interest shall will be due and payable immediately. (a) In the event of a declaration of acceleration of the Second Lien Notes because an Event of Default described in SECTION 6.1(4) has occurred and is continuing, the declaration of acceleration of the Second Lien Notes shall be automatically rescinded if the event of default or payment default triggering such Event of Default pursuant to SECTION 6.1(4) 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 the annulment of the acceleration of the Second Lien Notes would not conflict with any judgment or decree of a court of competent jurisdiction. Any time period to cure any alleged default or Event of Default may be extended or stayed by a court of competent jurisdiction. (b) If an Event of Default specified described in Section 6.01(fSECTION 6.1(5) or (gSECTION 6.1(6) with respect to the Parent Guarantor or the Issuer occurswith respect to the Second Lien Notes occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities shall Second Lien 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 . (i) If a Default for a failure to report or failure to deliver a required certificate in connection with another default (the “Initial Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another default that resulted solely because of that Initial Default will also be cured without any further action and (ii) any Default or Event of Default for the failure to comply with the time periods prescribed in SECTION 3.17 or otherwise to deliver any notice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the delivery of any such report required by such covenant or such notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in this Indenture; provided that such cure shall not otherwise affect the rights of the Holders if Holders of a majority at least 25% in principal amount of the then total outstanding Securities by notice Second Lien Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Second Lien Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (d) The Applicable Premium with respect to the Trustee may rescind Second Lien Notes payable pursuant to this Indenture shall be presumed to be the liquidated damages sustained by each Holder of the Second Lien Notes as a result of the redemption or repurchase of the Second Lien Notes (and not intended to act as a penalty or to punish the Second Lien Note Parties for any such acceleration redemption or repurchase). Any redemption or repurchase, whether optional or mandatory, of the Second Lien Notes upon the occurrence of an Applicable Premium Trigger Event shall be accompanied by all unpaid accrued interest on the principal amount redeemed or repurchased, together with the Applicable Premium that is or would be payable as of such date if the Second Lien Notes were being optionally redeemed or repaid as of such date pursuant to SECTION 5.7. Without limiting the generality of the foregoing, and its consequences. In notwithstanding anything to the event contrary in this Indenture or any other Second Lien Note Document, it is understood and agreed that if the Second Lien Notes are accelerated as a result of the occurrence and continuance of any Event of Default specified in Section 6.01(eDefault, the commencement of any bankruptcy, examinership, reorganization, insolvency or liquidation proceeding or other proceeding pursuant to any applicable Debtor Relief Laws, sale, disposition, or encumbrance (including that by operation of law or otherwise), the Applicable Premium applicable to the Second Lien Notes, determined as of the date of acceleration as if the Second Lien Notes were optionally redeemed pursuant to SECTION 5.7 on such Event date, will also be due and payable with respect to the accelerated Second Lien Notes without any declaration or other act on the part of Default the Second Lien Notes Trustee or any Holder and will be treated and deemed as though the Second Lien Notes were optionally redeemed as of such date and shall constitute part of the Second Lien Notes Obligations for all consequences thereof purposes herein. The Applicable Premium with respect to the Second Lien Notes shall also be payable in the event the Second Lien Notes (excludingand/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding or otherwise), howeverdeed in lieu of foreclosure or by any other similar means). EACH OF THE ISSUER AND THE GUARANTORS EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUMS IN CONNECTION WITH ANY SUCH ACCELERATION. Each of the Issuer and the Guarantors expressly agrees that (i) the Applicable Premium with respect to the Second Lien Notes is reasonable and is the product of an arm’s length transaction between sophisticated business people, any resulting payment defaultably represented by counsel, (ii) the Applicable Premium with respect to the Second Lien Notes shall be annulledpayable notwithstanding the then prevailing market rates at the time redemption or repurchase is made, waived and rescinded(iii) there has been a course of conduct between the Holders of Second Lien Notes, 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 and the Guarantors giving specific consideration in this transaction for such agreement to pay the relevant Applicable Premium, (iv) the Issuer and the Guarantors shall be estopped hereafter from claiming differently than as agreed to pursuant to this paragraph, (v) their respective agreement to pay or guarantee the payment of the relevant Applicable Premium is a material inducement to the Trustee stating that Holders to acquire the Second Lien Notes, and (xvi) the Indebtedness relevant Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or guarantee damages of the Holders of Second Lien Notes and that is it would be impractical and extremely difficult to ascertain the basis for such Event actual amount 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 damages to such Event of Default Holders or (z) the default that is the basis for profits lost by such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities Holders as described above be annulled, waived or rescinded upon the happening a result of any such eventsapplicable prepayment.

Acceleration. If an Event In the event that (i) in connection with, six (6) months prior to, or at any time following a Change of Default Control, your employment is terminated by the Company or the surviving entity, as applicable, without “Cause” (other than an Event for purposes of Default specified this “Acceleration” section only, as defined in Section 6.01(fthe Company’s 2005 Stock Option Plan, as amended) or you terminate your employment as a result of a Constructive Termination (as defined below) or (gii) subject to your continued employment with the Company or any successor, six (6) months elapse from the closing date of a Change of Control, then the vesting of any stock options held by you at the time of such event or the lapsing of any repurchase option held by the Company at the time of such event with respect to restricted stock or shares purchased by you upon the Issuer) occurs with respect exercise of any stock options prior to the Securities time such stock options are vested (the “Repurchase Option”) shall automatically be accelerated by 100% of the number of shares subject to the option or Repurchase Option so that all such shares are vested and is continuingexercisable and, if applicable, released from the Trustee Repurchase Option as of immediately prior to the later of the Change of Control or the Holders of at least 25% in principal amount date 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 acceleration. The agreements evidencing any stock options, restricted stock and other equity awards outstanding shall he deemed amended and any provisions of Default or (z) any future agreements superseded to the default extent necessary to give effect to this paragraph, including, without limitation, extending the date upon which any portion of an option terminates until the date that is six (6) months following the basis for date you terminate employment with the Company (or, if later, the date such Event option terminates under the “Termination” section below), extending any Repurchase Option until the date that is nine (9) months following the date you terminate employment with the Company and, with respect to an option which is accelerated following your termination, providing that such option shall be exercisable during the three (3) month period following the Change of Default has been curedControl (or such longer period provided under the “Termination” section below). Notwithstanding anything in this paragraph to the contrary, it being understood that in no event shall the exercise period of an acceleration option be extended beyond the expiration date of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsoption.

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 any Event of Default (other than an Event of Default specified in Section 6.01(fclause (6) or (g7) with respect to the Issuerof Section 6.01 hereof) occurs with respect to the Securities and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 2530% in principal amount of the then-outstanding Securities, Notes by written notice to the Issuer, Issuer (with a copy to the Trustee if given by the Holders) may declare the principal ofprincipal, premium, if any, interest, and accrued but unpaid interest any other monetary obligations on all the Securities then-outstanding Notes to be due and payablepayable immediately; 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 administrative agent with respect to the Senior Credit Agreements and (ii) the day on which any Bank Indebtedness is acceleratedFacilities. Upon such a declarationthe effectiveness of any declaration of acceleration, such the principal and interest on the Notes shall be due and payable immediately. If The Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the interests of the Holders of the Notes. Notwithstanding the foregoing, in the case of an Event of Default specified in Section 6.01(farising under clause (6) or (g7) with respect to the Issuer occursof Section 6.01 hereof, the principal of, premium, if any, and interest on all the Securities outstanding Notes shall become and be immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequencesnotice. In the event of any Event of Default specified in clause (4) of Section 6.01(e)6.01 hereof, such Event of Default and all consequences thereof (excluding, however, excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived waived, and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that arose: (x1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or discharged; (y2) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or Default; or (z3) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(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, 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, that so long as any Bank Indebtedness remains outstandingpremium, no if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be effective until automatically rescinded and annulled if the earlier event of default triggering such Event of Default pursuant to clause (ie) five (5) Business Days shall be remedied or cured by the Company 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 Notwithstanding the foregoing, for so long as any Designated Senior Indebtedness is outstanding, no declaration of acceleration shall be effective until five business days after the agent or other representative for the holders of the Designated Senior Indebtedness receives notice of such acceleration and thereafter payment may be made only if and to the extent that the subordination provisions described above permit such payment. At any time after such declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in principal amount of the outstanding Securities Notes by written notice to the Trustee Company and to the Trustee, may waive all past Defaults and rescind any such and annul a declaration of acceleration and its consequences. In consequences if (a) the event of any Event of Default specified in Section 6.01(e), such Event of Default and Company has paid or deposited with the Trustee a sum sufficient to pay (i) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or hereunder and the Holdersreasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes, (iii) the principal of and premium, if within 20 days after any, on any Notes that have become due otherwise than by such Event declaration or occurrence of Default arose acceleration and interest thereon at the Issuer delivers an Officers’ Certificate rate prescribed therefor by such Notes, and (iv) to the Trustee stating extent that payment of such interest is lawful, interest upon overdue interest, if any, at the rate prescribed therefor by such Notes, (xb) all existing Events of Default, other than the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration non-payment of the principal amount of, premium, if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (c) the Securities as described above be annulled, waived rescission would not conflict with any judgment or rescinded upon the happening decree of any such eventsa court of competent jurisdiction.

Acceleration. If an Event of Default 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 written 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 Credit Facilities, will become due and payable upon the first to occur of an acceleration under the 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 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 occursof Section 6.01 occurs and is continuing, 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 to the effect that such Default or Event of Default has been cured or waived. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind waive any such acceleration existing Default or Event of Default under this Indenture, and its consequences. In , except a default in the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of interest on any Securities. No such eventsrescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than ------------ an Event of Default specified in Section 6.01(fclause (f) or (g) with respect to the Issuer) of Section 6.01 that occurs with respect to the Securities Company or the Guarantor) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity 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 Accreted Value of, premium, if any, and accrued but unpaid interest interest, if any, on all the Securities to be immediately due and payable; provided. Upon a declaration of acceleration, howeversuch Accreted Value of, that so long as any Bank Indebtedness remains outstandingpremium, no if any, and accrued 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 (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, the 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 the Guarantor, the principal Accreted Value of, premium, if any, and interest accrued interest, if any, 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 at maturity of the outstanding Securities by written notice to the 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 or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay (i) all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action 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 non-payment of the Accreted Value 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 and (c) 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 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 prompt notice from the event Trustee of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsBonds pursuant to Section 9.01(g).

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(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(f) 6.1(7), (8) or (g) with respect to the Issuer11)) occurs with respect to the Securities and is continuing, the Trustee or shall, at the direction of a majority of the Holders of at least 25% in principal amount of the outstanding Securities, and by notice to the Issuer, may declare or the Holders of a majority in principal of, premium, if any, and accrued but unpaid interest on all amount of the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written then outstanding by notice to the Issuer and the Representatives under Trustee, may declare to be due and payable immediately the Credit Agreements principal amount of the Securities plus accrued and (ii) unpaid interest to the day on which any Bank Indebtedness is accelerateddate of acceleration. Upon any such a declaration, such principal and interest amount shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.1(7) or (g) with respect to the Issuer occurs8) occurs and is continuing, the principal of, premium, if any, amount of the Securities then outstanding plus accrued and unpaid interest on all the Securities then outstanding to the date of the occurrence of such Event of Default shall become and shall be immediately due and payable payable, without any declaration declaration, notice or other act on the part of the Trustee or the Holders. If an Event of Default specified in Section 6.1(11) occurs and is continuing, interest on the Securities will accrue from the date of default (or, if no interest has been paid, from March 17, 1997) at the rate per annum set forth on such Security plus 0.5 percent and increasing by an additional 0.5 percent for each 90 days such Event of Default has not been cured or waived up to a maximum of 2% in excess of the interest rate stated on the Securities. Upon payment of any Holderssuch amount all of the Issuer's obligations under the Securities and this Indenture, other than obligations under Section 7.7, shall terminate. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such an acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) all existing Events of Default, other than the Indebtedness non-payment of the principal of the Securities, which have become due solely by such declaration of acceleration, have been cured or guarantee that is the basis for such Event of Default has been discharged or waived, (y) to the holders thereof have rescinded or waived extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal which has become due otherwise than by such declaration of acceleration, notice or action (as the case may be) giving rise to such Event of Default or has been paid, and (z) the default that is the basis for such Event rescission would not conflict with any judgment or decree of Default has been cured, it being understood that in no event shall an acceleration a court of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventscompetent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer) occurs with respect to the Securities shall occur and is be continuing, the Trustee or the Holders of at least 2530% in principal amount of the outstanding Securities, by notice to the Issuer, Securities may declare the principal of, premium, if any, of and accrued but and unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written payable by notice in writing to the Issuer and the Representatives under Trustee specifying the Credit Agreements respective Event of Default and (ii) that it is a “notice of acceleration,” and the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be same will become immediately due and payable immediatelypayable. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Company or the Issuer occursoccurs and is continuing, the then all unpaid principal of, premium, if any, of and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersHolder. The Notwithstanding the first paragraph of this Section 6.02, a notice of default may not be given with respect to any action taken and reported publicly or to the Holders more than two years prior to such notice of default, and any time period in this Indenture to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction. In addition, any notice of default, notice of acceleration or instruction to the trustee to provide a notice of default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by one or more holders (each, a “Directing Holder”) must be accompanied by a written representation from each such holder delivered to the Company and the Trustee that such holder is (or, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners that are) not a Net Short Holder (a “Position Representation”), which such representation, in the case of a notice from the a holder shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Securities are accelerated. In addition, each such Directing Holder is deemed, at the time of providing such notice, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Directing Holder’s Position Representation within five (5) Business Days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Securities in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Securities, the Company or the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Company or the Issuer has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default or Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such default shall be automatically stayed and the cure period with respect to such Default or Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Securities, the Company or the Issuer provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default or Event of Default shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. Any breach of the Position Representation shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such holder, the percentage of Securities held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such acceleration shall be voided and the trustee shall be deemed not to have received such Noteholder Direction or such notice of such Event of Default. At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the outstanding Securities by notice may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee may rescind any such acceleration its reasonable compensation and reimbursed the Trustee for its consequences. In reasonable fees, expenses, disbursements and advances and (v) in the event of any the cure or waiver of an Event of Default specified of the type described in clause (f) or (g) of Section 6.01(e)6.01, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event shall have received an Officer’s Certificate of Default arose the Issuer delivers and an Officers’ Certificate to the Trustee stating Opinion of Counsel that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged cured or (y) the holders thereof waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Trustee shall not be deemed to have rescinded notice of any Default or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration at the Corporate Trust Office of the principal amount of Trustee and such notice reference the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsand this Indenture.

Acceleration. If an Event of Default (other than an Event of Default specified described in Section 6.01(fclause (f) or (g) with respect to the Issuerof Section 5.1) occurs with respect to the Securities and is continuing, the Trustee by notice to the Issuers, or the Holders of at least 25% in principal amount of the outstanding Securities, Securities by notice to the IssuerIssuers and the Trustee, may may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, the Applicable Prepayment Premium and any Additional Amounts and accrued but and unpaid interest interest, if any, on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal principal, premium and accrued and unpaid interest shall be due and payable immediately. If an Event of Default specified described in Section 6.01(fclause (f) or (g) with respect to the Issuer occursof Section 5.1 occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities shall will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of the Securities may not enforce this Indenture, the Security Documents or the Securities except as provided in this Indenture. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 5.1 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 5.1 shall be remedied or cured or waived by the holders of the relevant Indebtedness within 30 days after such event of default; provided that no judgment or decree for the payment of the money due on Securities has been obtained by the Trustee as provided in this Indenture. If the Obligations are accelerated for any reason, including, without limitation, because of default, sale, transfer or encumbrance (including that by operation of law or otherwise), the Applicable Prepayment Premium and Additional Amounts and any unamortized discount on the Securities will also be due and payable as though said indebtedness was voluntarily prepaid and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any Applicable Prepayment Premium and Additional Amounts and unamortized discount on the Securities payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early termination and the Issuers agree that it is reasonable under the circumstances currently existing. The Applicable Prepayment Premium and Additional Amounts and any unamortized discount on the Securities shall also be payable in the event the Obligations (and/or this Indenture or the Securities evidencing the Obligations) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE ISSUERS EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW WHICH PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM AND ADDITIONAL AMOUNTS AND ANY UNAMORTIZED DISCOUNT ON THE SECURITIES IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuers expressly agree that: (A) the Applicable Prepayment Premium and Additional Amounts and any discount on the Securities provided for herein is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Applicable Prepayment Premium and Additional Amounts and any unamortized discount on the Securities shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Holders and the Issuers giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium and Additional Amounts and any unamortized discount on the Securities; and (D) the Issuers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuers expressly acknowledge that their agreement to pay the Applicable Prepayment Premium and Additional Amounts and any unamortized discount on the Securities to the Holders as herein described is a material inducement to the Holders to purchase the Securities. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee hereinafter provided in this Article, the Holders of at least a majority in aggregate principal amount of the outstanding Securities Securities, by written notice to the Trustee Issuers and the Trustee, may rescind any and annul such acceleration declaration and its consequences. In consequences if: (1) The Issuers have paid or deposited with the event Trustee a sum sufficient to pay: (A) the principal of any Event Securities which have become due otherwise than by such declaration of Default specified acceleration (including any Securities required to have been purchased on a Change of Control Payment Date or a Purchase Date pursuant to a Change of Control Offer, an Offer to Purchase or a Loss Proceeds Offer, as applicable, made by the Issuers) and Additional Amounts, if any, and the Applicable Prepayment Premium and, to the extent that payment of such interest is lawful, any interest thereon at the rate provided therefor in Section 6.01(e)the Securities; (B) to the extent that payment of such interest is lawful, such Event of Default interest upon overdue interest at the rate provided therefor in the Securities, and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action sums paid or advanced by the Trustee or hereunder and the Holderscompensation, if within 20 days after such Event expenses, disbursements and advances of Default arose the Issuer delivers an Officers’ Certificate to Trustee, its agents and counsel and any other amount due under Section 6.7; and (2) all Events of Default, other than the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration non-payment of the principal amount of or interest on, the Securities Notes which have become due solely by such declaration of acceleration, have been cured or waived as described above be annulled, waived provided in Section 5.5. No such rescission shall affect any subsequent default or rescinded upon the happening of impair any such eventsright consequent thereon.

Acceleration. If an Event of Default with respect to any series of Securities at the time outstanding (other than an Event of Default specified in Section 6.01(f6.01(5) or (g6) with respect to the 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 such outstanding series of Securities, by notice to the Issuer, may declare the principal of, premiumIssue Price (or, if anysuch series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, the Restated Principal Amount) of and accrued Original Issue Discount (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, accrued but unpaid interest interest) and accrued Contingent Interest to the date of declaration on all the such series of Securities to be immediately due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal Issue Price (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, the Restated Principal Amount) and interest Original Issue Discount (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, accrued but unpaid interest) and accrued Contingent Interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f6.01(5) or (g6) with respect to the Issuer occurs, the principal of, premiumIssue Price (or, if anysuch series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, the Restated Principal Amount) of and interest accrued Original Issue Discount (or, if such series of Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event, accrued but unpaid interest) and accrued Contingent Interest to the occurrence of such event on all the such series of 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 any series of 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 such series and its consequences if the principal amount rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived with respect to such series except nonpayment of the Issue Price (or, if such series of Securities as described above be annulledhave been converted into semi-annual coupon notes following the occurrence of a Tax Event, waived the Restated Principal Amount) or rescinded upon Original Issue Discount (or, if such series of Securities have been converted into semi-annual coupon notes following the happening occurrence of a Tax Event, accrued but unpaid interest) or accrued Contingent Interest that has become due solely because of acceleration. No such rescission shall affect any such eventssubsequent Default or impair any right consequent thereto.

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

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(f) clause (8) or (g9) of Section 6.01 hereof, with respect to the Issuer) Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities, by notice to the Issuer, Notes may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; 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 payable immediately by giving of written notice in writing to the Issuer Company and the Representatives Trustee specifying the respective Event of Default (the "Acceleration Notice") or if there are any amounts outstanding under the Credit Agreements Agreement, it shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement or five business days after receipt by us and the administrative agent under the Credit Agreement of such Acceleration Notice (ii) the day on which any Bank Indebtedness but only if such Event of Default is acceleratedthen continuing). Upon any such a declaration, such principal and interest the Notes shall be become due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the then outstanding Securities Notes by written notice to the Trustee may on behalf of all of the Holders rescind any such an acceleration and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. In the event of any a declaration of acceleration of the Notes because an Event of Default specified described in Section 6.01(e)6.01(5) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default and all consequences thereof pursuant to clause (excluding, however, any resulting payment default5) shall be annulled, waived and rescinded, automatically and without any action remedied or cured by the Trustee Company or a Restricted Subsidiary or waived by the Holders, if holders of the relevant Indebtedness within 20 60 days after such Event the declaration of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that acceleration with respect thereto and if (xa) the Indebtedness annulment of the accel- eration of the Notes would not conflict with any judgment or guarantee 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 is became due solely because of the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulledNotes, waived have been cured or rescinded upon the happening of any such eventswaived.

Acceleration. If Upon the happening of i) an Event assignment of Default this Agreement by the Buyer to any Person not Affiliated with the Buyer (other than an Event except for a financing source as security for Buyer financing), or ii) a Change in Control of Default specified in Section 6.01(f) or (g) the Buyer, as hereinafter defined, any monies due with respect regards to the Issuer) occurs with respect to the Securities and is continuing, the Trustee Performance Payments or the Holders of at least 25% in principal amount of the outstanding Securities, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration Note shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without regards to any declaration financial targets or other act metrics referred to herein. A “Change in Control” of the Company shall be deemed to have occurred if any of the following occur: (i) a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, as in effect on the part date of this Agreement, or if Item 6(c) is no longer in effect, any regulations issued by the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding United States Securities by notice and Exchange Commission pursuant to the Trustee may rescind Securities Exchange Act of 1934, as amended, which serve similar purposes; (ii) any such acceleration and its consequences. In the event of any Event of Default specified Person or “group” as defined in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default13(d)(3) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities Exchange Act of 1934, as described above be annulledamended (the “Exchange Act”), waived becomes the beneficial owner, directly or rescinded upon indirectly, of thirty-three percent (33%) or more of the happening combined voting power of Company’s outstanding voting securities; (iii) any merger, consolidation, reorganization or similar event involving Company or any of its subsidiaries, as a result of which the holders of the voting securities of Company immediately prior to such eventsmerger, consolidation, reorganization or similar event do not directly or indirectly hold at least fifty-one percent (51%) of the aggregate voting power of the voting securities of the surviving entity; or (iv) the individuals who, as of the Effective Date, constitute the Board (as of the date hereof the “Incumbent Board”) cease for any reason to constitute at least two-thirds (2/3) of the Board, or in the case of a merger or consolidation of Company, do not constitute at least two-thirds (2/3) of the board of directors of the surviving company (or in a case where the surviving corporation is controlled, directly or indirectly by another corporation or entity, do not constitute at least two-thirds (2/3) of the board of such controlling corporation or do not have at least two-thirds (2/3) of the voting seats on any body comparable to a board of directors of such controlling entity, or if there is no body comparable to a board of directors, at least two-thirds (2/3) voting control of such controlling entity); provided that any Person becoming a director (or, in the case of a controlling non-corporate entity, obtaining a position comparable to a director) subsequent to the Effective Date hereof whose election, or nomination for election, was approved by a vote of the Persons comprising at least two-thirds (2/3) of the Incumbent Board, shall be, for purposes of this Agreement, considered as though such Person were a member of the Incumbent Board; or (v) there is a liquidation or dissolution of Company or sale or other transfer of all or substantially all of the assets of Company.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in Section 6.01(f) clause (8) or (g9) of Section 6.01 hereof, with respect to the Issuer) Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities, by notice to the Issuer, Notes may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities Notes to be due and payable; providedpayable immediately by giving notice in writing to the Company and the Trustee specifying the respective Event of Default (the "Acceleration Notice") or if there are any amounts outstanding under the Credit Agreement, however, that so long as any Bank Indebtedness remains outstanding, no such it shall become immediately due and payable upon the first to occur of an acceleration shall be effective until under the earlier of (i) Credit Agreement or five (5) Business Days after receipt by the giving of written notice to the Issuer Company and the Representatives administrative agent under the Credit Agreements and Agreement of such Acceleration Notice (ii) the day on which any Bank Indebtedness but only if such Event of Default is acceleratedthen continuing). Upon any such a declaration, such principal and interest the Notes shall be become due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of the then outstanding Securities Notes by written notice to the Trustee and the Company may on behalf of all of the Holders rescind any such an acceleration and its consequencesconsequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. In the event of any a declaration of acceleration of the Notes because an Event of Default specified described in Section 6.01(e)6.01(5) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default and all consequences thereof pursuant to clause (excluding, however, any resulting payment default5) shall be annulled, waived and rescinded, automatically and without any action remedied or cured by the Trustee Company or a Restricted Subsidiary or waived by the Holders, if holders of the relevant Indebtedness within 20 60 days after such Event the declaration of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that acceleration with respect thereto and if (xa) the Indebtedness or guarantee that is annulment of the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the Securities as described above be annulledacceleration of the Notes, waived have been cured or rescinded upon the happening of any such eventswaived.

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

Acceleration. If an Event of Default (other than an Event of Default specified in arising under Section 6.01(f6.01(6) or (g7) with respect to the IssuerCompany) occurs with respect to the Securities and is continuing, the Trustee by notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding may by written notice to the Company and the Trustee declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued but unpaid interest to the date of acceleration and (i) such amounts shall become immediately due and payable or (ii) if there are any amounts outstanding under or in respect of the Senior Credit Facility, such amounts shall become due and payable upon the first to occur of an acceleration of amounts outstanding under or in respect of the Senior Credit Facility or five Business Days after receipt by the Company and the representative under the Senior Credit Facility of a notice of acceleration; provided, however, that after such acceleration but before a -------- ------- judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding SecuritiesNotes may rescind and annul such acceleration if (i) all Events of Default, by notice to the Issuer, may declare the principal ofother than nonpayment of principal, premium, if any, and accrued but unpaid or interest on all that has become due solely because of the Securities to be due and payable; providedacceleration, howeverhave been cured or waived, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) to the day extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iii) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (iv) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(4), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any Bank Indebtedness is acceleratedsubsequent Default or impair any right consequent thereto. Upon such a declaration, such principal and interest shall be due and payable immediately. If In case an Event of Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Issuer Company occurs, the principal ofsuch principal, premium, if any, and interest on amount with respect to all of the Securities Notes shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holders. The the Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequences. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such eventsNotes.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in Section 6.01(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 Credit Facility shall be effective in full force, if an Event of Default shall have occurred and be continuing (other than an Event of Default specified in clause (h) or (i) of Section 6.01 with respect to the Company), the Securities shall not become due and payable until the earlier to occur of (ix) five (5) Business Days after the giving following delivery of a written notice by the Trustee of such acceleration of the Securities to the Issuer and the Representatives agent under the Credit Agreements Facility and (iiy) the day on which acceleration (ipso facto or otherwise) of any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediatelyunder the Credit Facility. If an Event of Default specified in Section 6.01(fclause (h) or (gi) of Section 6.01 with respect to the Issuer Company occurs, the all unpaid principal of, 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.