Common use of Acceleration Clause in Contracts

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. 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in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g7) or (h) 8) of Section 6.01 5.1 that occurs with respect to the Company Parent or any Subsidiary Guarantorthe Issuers) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e5) of Section 6.01 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 (e5) of Section 6.01 5.1 shall be remedied or cured by the Company Parent or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of or Default specified in clause (g7) or (h) 8) of Section 6.01 5.1 occurs with respect to the CompanyParent or the Issuers, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company Issuers and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. If (a) In the case of an Event of Default (other than an Event of Default arising from events specified in clause (gSections 6.01(a)(10) or (h6.01(a)(11) of Section 6.01 that occurs hereof, with respect to the Company Issuer or any Restricted Subsidiary Guarantor) of the Issuer that is a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes may declare all the Notes to be due and payable immediately by written notice in writing to the Company Issuer (and with a copy to the Trustee and the Notes Collateral Agent, if such notice is given by the Holders)) specifying the Event of Default. Upon any such declaration, maythe Notes shall become due and payable immediately. (b) Holders of the Notes may not enforce this Indenture or the Notes except as provided herein. The Trustee may withhold notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, and except a Default or Event of Default relating to the Trustee at the request payment of such Holders shall, declare the principal of, or interest or premium, if any, and accrued interest on on, the Notes. In addition, the Trustee shall have no obligation to accelerate the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part judgment of the Trustee or any Holder. The acceleration is not in the interest of the Holders of at least a majority the Notes; provided, however, that the Trustee shall not have an affirmative obligation to determine whether such acceleration is in principal amount the interests of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment Holders 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionNotes.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gsection 6.01(d) or (h6.01(e) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the Indentureoccurs, the Trustee or maturity of all outstanding Notes shall automatically be accelerated and the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and together with accrued interest on the Notes to be immediately due and payable. Upon a declaration of accelerationthereon, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an any other Event of Default set forth in clause (e) of Section 6.01 has occurred occurs and is continuing, either the Trustee or the Holders of not less than 25% of the aggregate principal amount of Notes outstanding may, by written notice to the Issuer (and to the Trustee if given by the Holders), declare the principal amount of the Notes, together with accrued interest thereon, immediately due and payable. The right of the Holders to give such declaration of acceleration notice shall be automatically rescinded and annulled terminate if the event of default triggering giving rise to such Event of Default pursuant to clause (e) of Section 6.01 right shall have been cured before such right is exercised. Any declaration may be remedied or cured annulled and rescinded by written notice from the Company Trustee or the relevant Significant Subsidiary or waived by the holders Holders of a majority of the relevant Indebtedness within 60 days after aggregate principal amount of the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs Notes outstanding to the Issuer if all amounts then due with respect to the CompanyNotes are paid (other than amounts due solely because of such declaration) and all other Defaults with respect to the Notes are cured or waived. Should the Issuer fail to comply with its obligations under this Indenture and the Notes and such failure shall be continuing, the principal of, premium, if any, and accrued interest on the Notes then outstanding Trustee shall automatically become and be immediately due and payable without under no obligation to exercise any declaration of its rights or other act on the part of powers unless such Holders shall have offered to the Trustee or any Holderreasonable indemnity. The Holders of at least a majority in aggregate principal amount of the outstanding Notes affected by written notice an event of default shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Company and Trustee or exercising any trust or power conferred on the Trustee with respect to the TrusteeNotes, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than to the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by extent such declaration of acceleration, have been cured or waived and (y) the rescission would action does not conflict with any judgment the provisions of this Indenture or decree of a court of competent jurisdictionapplicable law.

Acceleration. If In the case of an Event of Default (other than an Event of Default specified in arising from clause (gix) or (hx) of Section 6.01 that occurs with respect to the Company Company, any Subsidiary that is a Significant Subsidiary or any Subsidiary Guarantor) group of Subsidiaries that, taken together, 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 and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding Notes may declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payablepayable immediately. Upon a declaration of acceleration, any such principal of, premium, 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Companydeclaration, the principal of, premium, if any, and accrued interest on the Notes then outstanding and unpaid interest, if any, and Additional Interest, if any, shall automatically become and be immediately due and payable without any declaration immediately. The Trustee has no duty or other act on the part obligation to determine whether an Event of Default has occurred as a result of the Trustee events described above and shall have notice of such events only in accordance with Section 7.02(i) herein. Notwithstanding the foregoing, if an Event of Default specified in clause (vi) of Section 6.01 shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid or any Holder(ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness. The Any such declaration with respect to the Notes may be rescinded and annulled by the Holders of at least a majority in aggregate principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences Trustee if (x) all existing Events of Default, other than the 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 (yi) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Events of Default have been cured or waived except nonpayment of principal of or interest on the Notes 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 Notes) 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 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 clauses (ix) and (x) 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. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (g11) or (h12) of Section 6.01 that occurs (“Events of Default”) hereof, with respect to the Company or any Subsidiary GuarantorRestricted Subsidiary, as applicable, all outstanding Notes will become due and payable immediately in cash without further action or notice, and Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes or the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clause (11) or (12) above, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Company redeemed the Notes at its option at such time pursuant to Section 3.07 hereof, which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. If any other Event of Default occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notesthen outstanding Notes may declare all outstanding Notes to be due and payable immediately in cash, then outstandingand Holders of the Notes will be entitled, by written notice notwithstanding such acceleration, maturity of such Notes or the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clause (11) or (12) above, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Company (and redeemed the Notes at its option at such time pursuant to Section 3.07 hereof, which, for the Trustee if avoidance of doubt, shall be 100% of the principal amount of Notes at such notice is given by time plus the Holders), mayApplicable Premium as of, and the Trustee at the request of such Holders shall, declare the principal of, premiumaccrued and unpaid interest, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of accelerationto, such principal oftime, premium, 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect without prejudice to the Company, the principal of, premium, if any, rights of such Holders to receive any further accrued and accrued unpaid interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice from such date to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration date of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionpayment.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g7) or (h) 8) of Section 6.01 that occurs with respect to the Parent Company, the Company or any Subsidiary Guarantora Significant Subsidiary) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal ofprincipal, premium, 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 (e5) 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 (e5) of Section 6.01 shall be remedied or cured by the Parent Company, the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g7) or (h) 8) of Section 6.01 above occurs with respect to the Parent Company, the Company or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes Notes, by written notice to the Company and to the Trustee, may waive all past defaults Defaults with respect to the Notes and rescind and annul a declaration of acceleration and its consequences if (x1) all existing Events of Default, other than the 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 (y2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Promptly following any such rescission, the Company shall pay to the Trustee all amounts owing to the Trustee under Section 7.07 related to such Event of Default and acceleration, including all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses and disbursements and advances of the Trustee, its agents and counsel.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (gh) or (hi) of Section 6.01 that occurs hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any Subsidiary Guarantor) group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice outstanding Notes (with a copy to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, Trustee) may declare the principal of, premiumand accrued and unpaid interest, if any, and accrued interest on the all outstanding Notes to be immediately due and payablepayable immediately. Upon However, a declaration Default under clauses (c), (d), (e), (f) or (g) of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because Section 6.01 will not constitute an Event of Default set forth in clause (e) 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 (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of until the Trustee or any Holder. The the Holders of at least a majority 25% in principal amount of the outstanding Notes notify the Company of the Default and, with respect to clauses (d), (e) or (g) of Section 6.01, the Company does not cure such Default within the time specified in clauses (d), (e) or (g) of Section 6.01 after receipt of such notice; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and to Trustee may, on behalf of all of the TrusteeHolders of all the Notes, may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premiumhereunder, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium, if any, on, and interest, if any, on the Notes that has become due solely because of the acceleration) have been cured or waived. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by Beneficial Owners that 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 Noteholder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). The Trustee shall have no duty whatsoever to provide this information to the Company or to obtain this information for the Company. In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the Beneficial Owner of the Notes in lieu of DTC or its nominee 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 Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate 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 Default, Event of Default or acceleration (or notice thereof) 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 jurisdictionjurisdiction 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 Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Default or 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, with the effect that such Default or Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default; provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders to the Trustee, which obligations shall continue to survive. 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 specified in clauses (a), (b), (h) or (i) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, shall not require compliance with the foregoing paragraphs. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any 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. With their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Company in accordance with this Section 6.02. The Company and each Holder and subsequent purchaser of the Notes (i) waives any and all claims, in law and/or in equity, (ii) agrees not to commence any legal proceeding against the Trustee in respect of, and (iii) acknowledges that the Trustee will not be liable, in each case with respect to any action that the Trustee takes in accordance with this Section 6.02 or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. In connection with the requisite percentages required under this Section 6.02, the Trustee shall treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been obtained with respect to the initial delivery of the Noteholder Direction. The Company hereby confirms that any and all other actions that the Trustee takes or omits to take under this Section 6.02 and all fees, costs expenses of the Trustee and its agents and counsel arising hereunder and in connection herewith shall be covered by the Company’s indemnifications under Section 7.07.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(8) or (h9) of Section 6.01 above that occurs with respect to the Company or any Subsidiary GuarantorSignificant Subsidiary) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such the Holders shallof at least 25% in aggregate principal amount of the Notes then outstanding will, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall will be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (eSection 6.01(5) of Section 6.01 above has occurred and is continuing, such declaration of acceleration shall will be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (eSection 6.01(5) of Section 6.01 shall be remedied or cured by the Company Issuers or the relevant Significant Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (gSection 6.01(8) or (h9) of Section 6.01 above occurs with respect to the CompanyCompany or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company Issuers and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g7) or (h) 8) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the Indenturecontinuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes may declare all amounts owing under the Notes to be due and payable immediately by written a notice in writing to the Company (and to the Trustee Trustee, if such notice is given by Holders) specifying the Holders)Event of Default and that it is a “notice of acceleration.” Upon any such declaration, may, and the Trustee at the request of such Holders shall, declare the aggregate principal of, premium, if any, and accrued interest and unpaid interest, if any, on the outstanding Notes to be shall become immediately due and payable. Upon a declaration of acceleration, such principal of, premium, 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and to Trustee may, on behalf of all of the TrusteeHolders of all the Notes, may rescind an acceleration or waive all past defaults and rescind and annul a declaration any existing Default or Event of acceleration Default and its consequences if (x) all existing Events hereunder except a continuing Default or Event of Default, other than Default in the nonpayment payment of the principal of, interest or premium, if any, and on, or the principal of, the Notes (except nonpayment of principal of, premium on, if any, or interest on the Notes that have has become due solely by such declaration because of the acceleration); provided the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, have been cured or waived disbursements and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionadvances.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) 8) or (h9) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorSubsection 8.1(a)) occurs and is continuing under with respect to the IndentureCompany, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstandingoutstanding may, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shallTrustee, declare the principal of, premium, if anyamount, and all accrued interest and unpaid interest, and any premium to the date of acceleration on the Notes to be immediately then outstanding (if not then due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall ) to be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause due (ea) of Section 6.01 has occurred occurs and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs continuing with respect to the Company, the principal of, premium, if anyamount, and all accrued interest and unpaid interest, and any premium on the Notes then outstanding shall automatically 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 Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if (xa) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on of the Notes that have which has become due solely by such declaration of acceleration, have been cured or waived waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Notes) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (yc) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee and any predecessor Trustee under Section 9.7 have been made. No such rescission shall affect any subsequent default or impair any right consequent thereto. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (6) of Section 8.1 above or a payment default on such Indebtedness, the declaration of acceleration of the Notes shall be automatically annulled if the holders of such Indebtedness described in subclause (A) above have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration or waived the payment default, as applicable, and if: (i) the annulment of the acceleration of Notes would not conflict with any judgment or decree of a court of competent jurisdiction; and (ii) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. If an Event of Default (other than excluding an Event of Default specified in clause (gSection 6.01(viii) or (hix) of Section 6.01 that occurs with respect to the Company (but including an Event of Default specified in Section 6.01(viii) or (ix) solely with respect to a Significant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary Guarantor) of the Company)), and subject to the third to last paragraph of Section 6.01, occurs and is continuing under the Indenturecontinuing, the Trustee by written notice to the Company, or the Holders of at least twenty five percent (25% %) in aggregate principal amount of the Notes, Securities then outstanding, outstanding by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shallTrustee, may declare the principal of, premium, if any, and accrued interest on the Notes Securities to be immediately due and payablepayable in full. Upon a declaration of accelerationsuch declaration, such the principal of, premiumand any accrued and unpaid interest on, if any, and accrued interest all Securities 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretopayable immediately. If an Event of Default specified in clause (gSection 6.01(viii) or (hix) of Section 6.01 occurs with respect to the Company (but excluding, for purposes of this sentence, an Event of Default specified in Section 6.01(viii) or (ix) solely with respect to a Significant Subsidiary of the Company or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary of the Company) occurs, the principal of, premium, if any, and accrued and unpaid interest on on, all the Notes then outstanding Securities shall automatically 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 Holders of at least a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and or annul a declaration of an acceleration and its consequences if (xA) the rescission would not conflict with any order or decree, (B) all existing Events of Default, other than except the nonpayment of the principal of, premium, if any, and or interest on the Notes that have has become due solely by such declaration because of the acceleration, have been cured or waived and (yC) all amounts due to the rescission would not conflict with any judgment or decree of a court of competent jurisdictionTrustee under Section 7.06 have been paid.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 7.01(f) or (hSection 7.01(g) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantorhereof) occurs and is continuing under the Indenturecontinuing, the Trustee by notice to the Company and the Guarantor, or the Holders of at least not less than 25% in of the aggregate principal amount of the Notes, Securities then outstanding, outstanding by written notice to the Company (and to Company, the Trustee if such notice is given by the Holders), may, Guarantor and the Trustee at the request of such Holders shallTrustee, may declare the principal ofamount of the Securities, premiumtogether with accrued and unpaid interest thereon, if any, and accrued interest on the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal of, premium, 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (gSection 7.01(f) or (hSection 7.01(g) of Section 6.01 occurs with respect to the Companyhereof occurs, the maturity of all outstanding Securities shall automatically be accelerated and the principal ofamount of the Securities, premiumtogether with accrued and unpaid interest thereon, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part payable. The right of the Trustee or any HolderHolders to give such acceleration notice shall terminate if the event giving rise to such right has been cured before such right is exercised. The Holders of at least a majority in aggregate principal amount of the outstanding Notes Securities by written notice to the Company and to the Trustee, Guarantor may waive all past defaults annul and rescind and annul a any declaration of acceleration and its consequences if (xa) all existing Events of Default, amounts then due with respect to the Securities are paid (other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become amounts due solely by because of such declaration of accelerationdeclaration), have been (b) all other defaults with respect to the Securities are cured or waived and (yc) the Company or the Guarantor has deposited with the Trustee a sum sufficient to pay all amounts owed to the Trustee pursuant to Section 8.06 hereof. No such rescission would not conflict with shall affect any judgment subsequent Default or decree of a court of competent jurisdictionimpair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (gf) or (hg) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a , and upon any such declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. . (b) In the event of a declaration of acceleration because an Event of Default set forth in clause (ed) 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 (ed) of Section 6.01 shall be remedied or cured by the Parent Guarantor, the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. . (c) If an Event of Default specified in clause (gf) or (hg) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company Company, the Parent Guarantor or any a Subsidiary Guarantor) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal ofprincipal, premium, 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company Company, the Parent Guarantor or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the Parent Guarantor or a Subsidiary Guarantor, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically 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 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 Notes Notes, by written notice to the Company and to the Trustee, may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if (xa) all existing Events of Default, other than the nonpayment non-payment of the principal of, premium, if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (yb) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section SECTION 6.01 that occurs with respect to the Company or Company) with respect to Notes of any Subsidiary Guarantor) series at the time outstanding occurs and is continuing under the Indenturethen in every such case, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstandingoutstanding of that series, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on all of the Notes of that series to be immediately due and payable. Upon a declaration of acceleration, such principal ofprincipal, premium, 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 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 (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section SECTION 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on all the Notes then outstanding shall automatically 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 At any time after such declaration of acceleration with respect to Notes of any series (or of all series, as the case may be), 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 Notes of that series (or of all series, as the case may be) by written notice to the Company and to the Trustee, may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if (xa) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all 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 Notes then outstanding of that series, (iii) the principal of and premium, if any, on any Notes then outstanding of that series that have become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Notes, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest, if any, at the rate prescribed therefor by such Notes, (b) all existing Events of DefaultDefault with respect to Notes of any series (or of all series, as the case may be) other than the nonpayment non-payment of the principal of, premium, if any, and accrued interest on the Notes of that series (or of all series, as the case may be) that have become due solely by such declaration of acceleration, have been cured or waived and (yc) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gclauses 8 or 9) or (h) of under Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) 6.1 occurs and is continuing under the Indenturecontinuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate of the principal amount of the Notesoutstanding Securities may declare the unpaid principal of and premium, if any, or the Change of Control purchase price if the Event of Default includes failure to pay the Change of Control purchase price, and accrued and unpaid interest on, all the Securities then outstandingoutstanding to be due and payable, by written a notice in writing to the Company (and to the Trustee Trustee, if such notice is given by the Holders), may, and the Trustee at the request of upon any such Holders shall, declare the principal ofdeclaration such principal, premium, if any, and accrued and unpaid interest on the Notes to be shall become immediately due and payable. Upon a declaration of acceleration, such principal of, premium, 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 notwithstanding anything contained in clause (e) 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 (e) of Section 6.01 shall be remedied or cured by the Company this Indenture or the relevant Significant Subsidiary or waived by Securities to the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretocontrary. If an Event of Default specified in clause (g) clauses 8 or (h) of Section 6.01 occurs with respect to the Company9 above occurs, the all unpaid principal of, and premium, if any, and accrued and unpaid interest on on, the Notes Securities then outstanding shall automatically will become and be immediately due and payable payable, without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in of the principal amount of the outstanding Notes Securities, by written notice to the Company Company, the Subsidiary Guarantors and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x1) the Company or any Subsidiary Guarantor has paid or deposited with such Trustee a sum sufficient to pay (A) all existing Events overdue installments of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.interest

Acceleration. If an Event of Default (other than an Event of Default specified in clause clauses (g7) or (h) 8) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantorhereof) occurs shall have occurred and is be continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Operating Partnership (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the written request of such the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e5) of Section 6.01 has hereof shall have occurred and is be continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e5) of Section 6.01 hereof shall be remedied or cured by the Company REIT, the relevant Issuer or the relevant Significant Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause clauses (g7) or (h) 8) of Section 6.01 occurs with respect to the Companyhereof occurs, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company Operating Partnership and to the Trustee, may waive all past defaults any existing Default (except a Default in the payment of principal of, premium, if any, on, or interest on, the Notes) and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. If Subject to the terms of the Group Intercreditor Deed and the provisions of Section 6.01(b), if an Event of Default (other than an Event of Default specified under the bankruptcy provisions described in clause (g) or (h7) of Section 6.01 that occurs 6.01(a) with respect to the Company Issuer, any Note Guarantor or any Subsidiary GuarantorSignificant Subsidiary) occurs and is continuing under and is known to the IndentureTrustee, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, Issuer may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal of, premium, if any, and accrued interest shall will 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretopayable immediately. If an Event of Default specified under the bankruptcy provisions described in clause (g) or (h7) of Section 6.01 occurs 6.01(a) with respect to the CompanyIssuer, any Note Guarantor or any Significant Subsidiary occurs, the unpaid principal of, premium, if any, of and accrued interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. Notwithstanding the above, if the Issuer exercises its covenant defeasance option under Article 8 hereof, payment of the Notes may not be accelerated pursuant to this Section 6.02 because of the occurrence of an Event of Default specified in clauses (4), (6), (7) or (8) of Section 6.01 or non-compliance with clause (a)(3) of Section 5.01. The Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and to Trustee may on behalf of all of the Trustee, may waive all past defaults and Holders rescind and annul a declaration of an acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (except nonpayment of competent jurisdictionprincipal, interest, Special Interest or premium that has become due solely because of the acceleration) have been cured or waived.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (g) 8) or (h9) of Section 6.01 that occurs hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or a Guarantor or any Subsidiary Guarantor) group of Restricted Subsidiaries of the Company that, taken together, 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 and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% a majority in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding Notes may declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without immediately. Upon any declaration or other act on such declaration, the part of the Trustee or any HolderNotes shall become due and payable immediately. The Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and to Trustee may, on behalf of all of the TrusteeHolders of all the Notes, may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premiumhereunder, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (except nonpayment of competent jurisdictionprincipal of, premium on, if any, interest, if any, on the Notes that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (gvii) or (hviii) of Section 6.01 that occurs hereof with respect to the Company Company, any Significant Subsidiary or any Subsidiary Guarantorgroup of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding Notes may declare the principal of, premium, if any, of and accrued interest on all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a "notice of acceleration" (the "Acceleration Notice"), and the same (1) shall become immediately due and payable. Upon a declaration of accelerationpayable or (2) if there are any amounts outstanding under the Credit Agreement, such principal of, premium, if any, and accrued interest shall be become immediately due and payable. In payable upon the event first to occur of a declaration an acceleration under the Credit Agreement or five Business Days after receipt by the Company and the Representative under the Credit Agreement 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 automatically rescinded and annulled Acceleration Notice but only if the event of default triggering such Event of Default pursuant is then continuing. Upon any such declaration, but subject to clause (e) of Section 6.01 the immediately preceding sentence, the Notes shall be remedied or cured by become due and payable immediately. Notwithstanding the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If foregoing, if an Event of Default specified in clause (gvii) or (hviii) of Section 6.01 hereof occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the all outstanding Notes then outstanding shall automatically become and be immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. The Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and to Trustee may on behalf of all of the Trustee, may waive all past defaults and Holders rescind and annul a declaration of an acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (except nonpayment of competent jurisdictionprincipal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) 8) or (h9) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorESH REIT) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company ESH REIT (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e6) 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 (e6) of Section 6.01 shall be remedied or cured by the Company ESH REIT or the relevant Significant Subsidiary of ESH REIT or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) 8) or (h9) of Section 6.01 occurs with respect to the CompanyESH REIT, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company ESH REIT and to the Trustee, Trustee may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(5) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor6)) occurs and is continuing under with respect to Securities of any series at the Indenturetime outstanding, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Securities of that series by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shallTrustee, 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 interest on to the Notes to be immediately due and payabledate of acceleration. Upon a declaration of accelerationsuch declaration, such principal of, premiumamount (or specified amount) and interest, 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretopayable immediately. If an Event of Default specified in clause (gSection 6.01(5) or (h6) occurs and is continuing, (1) the principal amount (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 the Securities of that series) of Section 6.01 occurs with respect to all of the Company, the principal of, premiumSecurities of that series then outstanding and (2) interest, if any, and accrued interest on to the Notes then outstanding date of such acceleration, shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. The Holders of at least a majority in aggregate principal amount of the outstanding Notes Securities of the series with respect to which an acceleration applies by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences with respect to such series if (x) all existing Events of Default, Default (other than the nonpayment non-payment of the principal of, premiumof and accrued interest, if any, and interest on the Notes Securities that have become due solely by such declaration acceleration) with respect to Securities of acceleration, that series have been cured or waived and (y) if the rescission would not conflict with any judgment or decree decree. In the event of a court declaration of competent jurisdictionacceleration under this Indenture with respect to Securities of any series because an Event of Default set forth in Section 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 the acceleration of such indebtedness is declared void ab initio, or (b) within 90 days of such declaration of acceleration under this Indenture the declaration of acceleration of the Debt which is the subject of such Event of Default has been rescinded or annulled in any manner authorized by the mortgage, indenture or instrument evidencing or creating such Debt and, in the case 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 (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. No such rescission or annulment shall affect any subsequent default or impair any right consequent thereon.

Acceleration. (a) If an Event of Default (Default, other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs a bankruptcy default with respect to the Company or any Subsidiary Guarantor) Holdings, occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company and Holdings (and to the Trustee if such the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be will become immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e5) of Section 6.01 above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event Event of default Default triggering such Event of Default pursuant to clause (e5) of Section 6.01 shall be remedied or cured by the Company Company, Holdings or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 a bankruptcy default occurs with respect to the CompanyCompany or Holdings, the principal of, premium, if any, of and accrued interest on the 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 Holder. . (b) The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company Company, Holdings and to the Trustee, Trustee may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if if: (x1) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, of and interest on the Notes that have become due solely by such the declaration of acceleration, have been cured or waived and waived, and (y2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) 8) of Section 6.01 that occurs 6.1 with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by written a notice in writing to the Company (and to the Trustee if such notice is given by the 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 Trustee at the request nonpayment of such Holders shall, declare the accelerated principal of, premium, if any, and accrued of or interest on the Notes to be immediately due and payable. Upon a declaration of accelerationNotes, such principal of, premium, if any, and accrued interest shall be immediately due and payablehave 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 set forth described in clause (e6) of Section 6.01 6.1 has occurred and is continuing, such 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 (e6) of Section 6.01 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the relevant Significant Subsidiary Company or waived by the holders of the relevant Indebtedness Debt within 60 days 20 Business Days after the declaration of acceleration with respect theretothereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. If an Event of Default specified in clause (g) or (h) 8) of Section 6.01 6.1 occurs with respect to the Company, the principal of, premium, if any, of and any accrued interest on the Notes then outstanding shall automatically 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 at least a majority any Default (except Default in principal amount payment of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the Holders to do so. No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the Notes that have become respective due solely by dates expressed in such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionNote.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal amount of, premium, if any, and accrued interest interest, if any, on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal ofamount, premium, if any, and accrued interest 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal amount of, premium, if any, and accrued interest interest, if any, on the Notes then outstanding shall automatically 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 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 aggregate principal amount of the outstanding Notes by written notice to the Company and to the Trustee, Trustee may on behalf of all the Holders waive all past defaults Defaults and rescind and annul a such declaration of acceleration and its consequences if (xi) all existing Events of Default, other than the nonpayment 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 (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an any Event of Default (other than those of the type described in Section 6.01(g) or (h)) shall have occurred and be continuing, the Trustee may, and the Trustee upon the written request of Holders of 30.0% in aggregate principal amount of the outstanding Notes shall, or the Holders of not less than 30.0% in aggregate principal amount of outstanding Notes may, declare the principal amount of all the Notes then outstanding, plus all accrued and unpaid interest, if any, to, but excluding, the date of acceleration, to be immediately due and payable by notice in writing to the Issuer (and to the Trustee if given by the Holders) specifying the respective Event of Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable; provided that, a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two (2) 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 the case of an Event of Default specified in clause clauses (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the Indenture6.01, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the all outstanding Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable immediately without any further declaration or other act on the part of the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. Before or after any Holder. The declaration of acceleration pursuant to this Section 6.02, the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of such acceleration and its consequences if (x) all existing Events of Default, other than Default (including the nonpayment of the principal ofprincipal, premium, if any, and premium or interest on the Notes that have become due solely by as a result of such declaration of acceleration, ) have been cured or waived as provided herein and (y) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Directing Holder to the Company and the Trustee that such Directing Holder is not (or, in the case such Directing Holder is DTC or its nominee, that such Directing 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 a notice of Default shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Directing Holder’s Position Representation within five (5) Business Days of request therefor (a “Verification Covenant”). In any case in which the Directing Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee. If, following the delivery of a Noteholder Direction, but prior to 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 evidence stating that the Company has filed papers with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default shall be automatically 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 Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such 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 Directing Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred and the Trustee shall be deemed to have not received the Noteholder Direction or any notice of such Event of Default. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(7) or (hSection 6.01(8) of Section 6.01 above that occurs with respect to the Company Parent, the Issuer or any Subsidiary GuarantorSignificant Subsidiary) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 2525.0% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the written request of such the Holders shallof at least 25.0% in aggregate principal amount of the Notes then outstanding will, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall will be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (eSection 6.01(5) of Section 6.01 above has occurred and is continuing, such declaration of acceleration shall will be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (eSection 6.01(5) of Section 6.01 shall be remedied or cured by the Company Issuer or the relevant Significant Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (gSection 6.01(7) or (hSection 6.01(8) of Section 6.01 above occurs with respect to the CompanyParent, the Issuer or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(7) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, the Trustee, in the event a Responsible Officer of the Trustee has actual knowledge of such Event of Default, by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes (including any Additional Notes, ) then outstanding, Outstanding by written notice in writing to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shallTrustee, may declare the principal of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes Outstanding to be immediately due and payable, which notice shall specify the Event of Default and that it is a “notice of acceleration”. Upon such a declaration of accelerationdeclaration, such accelerated amount shall be due and payable immediately. If an Event of Default specified in Section 6.01(7) with respect to the Company occurs and is continuing, the unpaid principal of, premium, 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premiumunpaid interest, if any, and accrued interest on all the Notes then outstanding shall Outstanding shall, automatically and without any action by the Trustee or any Holder, become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(5) shall have occurred and be continuing, such Event of Default and any acceleration resulting therefrom shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid, or (ii) the default relating to such Indebtedness has been waived or cured and, if such Indebtedness has been accelerated, the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness. The Holders of at least a majority in aggregate principal amount of the outstanding Notes at the time Outstanding by written notice to the Trustee and the Company and without notice to the Trustee, any other Holder may waive all past defaults and rescind and annul a cancel such declaration of acceleration and its consequences consequences: (1) if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree decree; (2) if all existing Events of a court Default have been cured or waived except nonpayment of competent jurisdictionprincipal or interest that has become due solely because of such 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; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(7), the Trustee shall have received an Officers’ Certificate that such Event of Default has been cured or waived; No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default as specified in clause (gSection 6.01(g) or (h6.01(h) of Section 6.01 that occurs with respect to the Company Alderwoods or any Subsidiary GuarantorSignificant Subsidiary) occurs and is continuing under with respect to the IndentureTwo-Year Notes, the Trustee Trustee, by written notice to Alderwoods, or the Holders of at least 25% in aggregate principal amount of the Notes, Two-Year Notes then outstanding, by written notice to the Company (Trustee and to the Trustee if such notice is given by the Holders)Alderwoods, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premiumunpaid interest, if any, on all of the Two-Year Notes to be due and accrued interest payable immediately, upon which declaration, all amounts payable in respect of the Two-Year Notes 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (gSection 6.01(g) or (h6.01(h) of Section 6.01 occurs with respect to the CompanyAlderwoods or any Significant Subsidiary and is continuing, then the principal of, premium, if any, and accrued interest and unpaid interest, if any, on all of the Two-Year Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolder of Two-Year Notes. The After a declaration of acceleration hereunder with respect to the Two-Year Notes, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of at least a majority in aggregate principal amount of the outstanding Notes Two-Year Notes, by written notice to the Company Alderwoods and to the Trustee, may waive all past defaults and rescind and annul such declaration if: (a) Alderwoods has paid or deposited with the Trustee a declaration of acceleration and its consequences if sum sufficient to pay (xi) all existing Events of Defaultamounts due the Trustee under Section 7.08 and the reasonable compensation, other than the nonpayment expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Two-Year Notes, (iii) the principal of, of and premium, if any, and interest on the any Two-Year Notes that have become due solely otherwise than by such declaration of accelerationacceleration and interest thereon at the rate borne by the Two-Year Notes, have been cured or waived and (yiv) to the extent that payment of such interest is lawful, interest upon overdue interest and overdue principal that has become due otherwise than by such declaration of acceleration at the rate borne by the Two-Year Notes; (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (c) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Two-Year Notes that has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.04. No such rescission shall affect any subsequent Default or Event of Default or impair any right subsequent therein.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (gix) or (hx) of Section 6.01 that occurs hereof with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the this Indenture, the Trustee Trustee, by written notice to the Company, or the Holders of at least 2525.0% in aggregate principal amount of the Notes, then outstanding, total outstanding Notes by written notice to the Company (and the Trustee, may declare all amounts owing under the Notes to be due and payable immediately. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall be due and payable immediately. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the Trustee payment of principal, premium, if such any, or interest, if it determines that withholding notice is given by in the Holders), may, and ’ interest. The Trustee shall have no obligation to accelerate the Notes if the Trustee at in its best judgment determines that acceleration is not in the request best interests of such Holders shallthe Holders. (b) Notwithstanding the foregoing, declare in the case of an Event of Default arising under clause (ix) or (x) of Section 6.01 hereof with respect to the Company, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on the all outstanding Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically 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 . (c) At any time after an acceleration with respect to the Notes as described in Sections 6.02(a) and (b), but before a judgment or decree based on acceleration, the Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a cancel such declaration of acceleration and its consequences consequences: (i) if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree decree; (ii) if all existing Events of a court Default have been cured or waived except non-payment of competent jurisdictionprincipal or interest that has become due solely because of the acceleration; and (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. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. (a) If an any Event of Default (other than an Event those of Default specified the type in clause (g‎(g) or (h‎(h) of Section 6.01 that occurs 7.01 with respect to the Company or any Subsidiary Guarantoror, prior to the Fall-Away Event, Parent) occurs and is continuing under the Indenturecontinuing, the Trustee may, and the Trustee upon the written request of Holders of at least 25% in outstanding aggregate principal amount of the then outstanding Notes shall, or the Holders of at least 25% in outstanding aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), outstanding Notes may, and the Trustee at the request of such Holders shall, declare the principal ofof all the Notes, together with all accrued and unpaid interest, premium, if any, and accrued interest on the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration, and the same shall become immediately due and payable. Upon a declaration of acceleration, such principal of, premium, 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 . (eb) 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 (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified of the type referred to in clause (g‎(g) or (h‎(h) of Section 6.01 7.01 relating to the Company or, prior to the Fall-Away Event, Parent occurs and is continuing, then such amount with respect to the Company, the principal of, premium, if any, and accrued interest on all the Notes then outstanding shall automatically ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. The . (c) Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company Trustee may on behalf of the Holders of all of the Notes rescind any acceleration and its consequences with respect to the Notes; provided (i) such rescission would not conflict with any judgment of a court of competent jurisdiction and (ii) all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, may waive all past defaults its agents and rescind and annul its counsel have been paid. (d) In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (e) of Section 7.01 has occurred and its consequences 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 (e) of Section 7.01 shall be remedied or cured, or waived by the holders of the Debt, or the Debt 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 (xi) all existing Events of Default, other than the nonpayment annulment of the principal of, premium, if any, and interest on acceleration of the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionjurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. (e) 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 shall also be cured without any further action. Any Default or Event of Default for the failure to comply with the time periods prescribed in Section 4.19 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.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g7) or (h) 8) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorIssuer) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e5) 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 (e5) of Section 6.01 shall be remedied or cured by the Company Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of or Default specified in clause (g7) or (h) 8) of Section 6.01 occurs with respect to the CompanyIssuer, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes Notes, by written notice to the Company Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. If an any Event of Default (other than an Event of Default specified in clause clauses (g6) or and (h7) of Section 6.01 that occurs 6.01(a) (with respect to the Company or Issuer, any Subsidiary Guarantorof Parent that is a Parent Guarantor or Parent)) with respect to the Notes at the time outstanding occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 2530% in aggregate principal amount of the Notes, then outstanding, total outstanding Notes may by written a notice in writing to the Company Issuer (and to the Trustee if such notice is given by to the Holders), may, and the Trustee at the request of such Holders shall, ) declare the principal ofof and premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal, premium, if any, and accrued interest on with respect to the Notes to shall be immediately due and payablepayable immediately. Upon The Trustee shall have no obligation to accelerate the Notes if and so long as a declaration committee of accelerationits Responsible Officers in good faith determines acceleration is not in the best interest of the Holders of the Notes. Notwithstanding the foregoing, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In in the event case of a declaration of acceleration because an Event of Default set forth in arising under clause (e6) or (7) of Section 6.01 6.01(a) that 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 continuing under this Indenture (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the CompanyIssuer, the principal ofany Subsidiary of Parent that is a Parent Guarantor), premium, if any, and accrued interest on the all outstanding 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 Holder. The In the event of a declaration of acceleration with respect to the Notes, the Holders of at least a majority in aggregate principal amount of the then total outstanding Notes by written notice to the Company Issuer and to the Trustee, Trustee may waive on behalf of all past defaults and of the Holders of the Notes rescind and annul a such declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission and annulment would not conflict with any judgment or decree and if all existing Events of a court Default with respect to the Notes (except nonpayment of competent jurisdictionprincipal, interest, if any, or premium, if any, that has become due solely because of the acceleration) have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause Section 6.1(a)(i), (gii), (vii) or (hviii) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% a majority in aggregate principal amount of the outstanding Notes, then outstanding, by written notice in writing to the Company (and to the Trustee if such notice specifying the Event of Default and that it is given by the Holders), may, a “notice,” and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes to be immediately due and payable. If an Event of Default pursuant to Section 6.1(a)(i) or (ii) occurs and is continuing, the Holder as to which such Event of Default occurred may make such declaration with respect to such Holder’s Notes. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premium, if any, premium and accrued and unpaid interest shall due on such Notes shall, subject to Section 6.4, be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (eSection 6.1(a)(vi) of Section 6.01 above has occurred and is continuing, such declaration of acceleration of Notes shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (eSection 6.1(a)(vi) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant a Subsidiary or waived by the holders of the relevant Indebtedness within 60 15 days after the declaration of acceleration with respect theretothereto and if (1) the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of such Notes, have been cured or waived. If an Event of Default specified in clause (gSection 6.1(a)(vii) or (hviii) of Section 6.01 occurs with respect to the CompanyCompany occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionHolders.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(4) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor5)) occurs and is continuing under with respect to Securities of any series at the Indenturetime outstanding, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Securities of that series by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shallTrustee, 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 interest on to the Notes to be immediately due and payabledate of acceleration. Upon a declaration of accelerationsuch declaration, such principal of, premiumamount (or specified amount) and interest, 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretopayable immediately. If an Event of Default specified in clause (gSection 6.01(4) or (h5) occurs and is continuing, (1) the principal amount (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 the Securities of that series) of Section 6.01 occurs with respect to all of the Company, the principal of, premiumSecurities of that series then outstanding and (2) interest, if any, and accrued interest on to the Notes then outstanding date of such acceleration, shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderSecurityholders. The Holders of at least a majority in aggregate principal amount of the outstanding Notes Securities of the series with respect to which an acceleration applies by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences with respect to such series if (x) all existing Events of Default, Default (other than the nonpayment non-payment of the principal of, premiumof and accrued interest, if any, and interest on the Notes Securities that have become due solely by such declaration acceleration) with respect to Securities of acceleration, that series have been cured or waived and (y) if the rescission would not conflict with any judgment or decree of a court of competent jurisdictiondecree.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) 8) or (h9) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantoran Issuer) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e6) 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 (e6) of Section 6.01 shall be remedied or cured by the Company relevant Issuer or the relevant Significant Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) 8) or (h9) of Section 6.01 occurs with respect to the Companyan Issuer, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company Issuers and to the Trustee, Trustee may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. If an Event of Default (under Section 9.1(f) occurs, the principal amount of and accrued and unpaid interest on, all Subordinate Secured Notes then outstanding shall be due and payable immediately without any declaration or other than an action by the Trustee or the Holders. If any other Event of Default specified in clause (g) or (h) occurs, the principal amount of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the Indentureaccrued and unpaid interest on, all Subordinate Secured Notes then outstanding shall be due and payable immediately upon declaration by the Trustee or the Holders of at least 25% to such effect. Notwithstanding anything contained in aggregate this Indenture or the Subordinate Secured Notes to the contrary, if the principal amount of and any accrued and unpaid interest on Subordinate Secured Notes are due and payable automatically or by a declaration pursuant to this Section 9.3, the Notes, then outstanding, by written notice to the Company (and Corporation shall pay to the Trustee if such notice is given by forthwith, for the Holders)benefit of the Noteholders of the affected Subordinate Secured Notes, maythe amount of principal and accrued and unpaid interest (including interest on amounts in default) on those Subordinate Secured Notes and all other fees and expenses payable in regard thereto under this Indenture, and the Trustee together with interest thereon at the request of rate borne by such Holders shall, declare Subordinate Secured Notes from the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, date that such principal of, premium, 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately amounts are due and payable without any automatically or by declaration or other act on pursuant to this Section 9.3 until payment is received by the part Trustee. Such payments, when made, shall be deemed to have been made in discharge of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionCorporation’s obligations under this Indenture.

Acceleration. If an Event of Default (other than an ------------- Event of Default specified in clause (gSection 6.01(7) or (h) of Section 6.01 that occurs 8) with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the NotesSecurities by notice to the Company and the Trustee, then may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, by no -------- ------- such acceleration shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at administrative agent (or similar agent if there is no administrative agent) under the request of such Holders shall, declare Credit Agreement and (2) the principal of, premium, if any, and accrued interest day on the Notes to be immediately due and payablewhich any Bank Indebtedness is accelerated. Upon such a declaration of accelerationdeclaration, such principal of, premium, 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretopayable immediately. If an Event of Default specified in clause (gSection 6.01(7) or (h) of Section 6.01 occurs 8) with respect to the CompanyCompany occurs and is continuing, the principal of, premium, if any, of and accrued interest on all the Notes then outstanding Securities shall automatically ipso facto become and be immediately due and payable ---- ----- without any declaration or other act on the part of the Trustee or any HolderSecurity-holders. The Holders of at least a majority in principal amount of the outstanding Notes Securities by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default have been cured or waived except nonpayment of competent jurisdictionprincipal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event (a) In the case of Default (other than an Event of Default specified in clause (g9) or (h10) of Section 6.01 that occurs hereof, with respect to the Company Issuer, the Company, any Restricted Subsidiary that is a Significant Subsidiary or any Subsidiary Guarantor) 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. If any other Event of Default occurs and is continuing under the Indenturecontinuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, then outstanding, declare all the Notes to be due and payable immediately by written notice to the Company (and with a copy of such notice being delivered to the Trustee if such notice is given by Collateral Agent). Upon the Holders), may, and the Trustee at the request effectiveness of such Holders shalldeclaration, declare the principal ofprincipal, interest, premium, if any, and accrued interest any Additional Amounts on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the 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 Holder. immediately. (b) The Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company Trustee and to the Trustee, Collateral Agent may waive on behalf of all past defaults and of the Holders of all of the Notes rescind and annul a declaration of an acceleration and its consequences if (x) all existing Events of Default, other than the except nonpayment of the principal ofprincipal, interest or premium, if any, and interest on the Notes or any Additional Amounts that have has become due solely by such declaration because of the acceleration). (c) If the Notes are accelerated or otherwise become due prior to their maturity date, have been cured or waived in each case, as a result of an Event of Default (including, but not limited to, an Event of Default referred to in clauses (10), (11) and (y12) of Section 6.01 hereof (including the acceleration of any portion of the Indebtedness evidenced by the Notes by operation of law)), the Applicable Premium or the amount by which the applicable redemption price exceeds the principal amount of the Notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the Notes shall also be due and payable as though the Notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the Notes in view of the impracticability and 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 pursuant to this paragraph shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the Notes and the Company agrees that it is reasonable under the circumstances currently existing. The applicable premium shall also be payable in the event the Notes or this Indenture are satisfied, released or discharged, in each case, through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any other means. THE ISSUER AND EACH GUARANTOR EXPRESSLY WAIVE (TO THE FULLEST EXTENT EACH OF THEM 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 and each Guarantor expressly agree (to the fullest extent each of them may lawfully do so) that: (A) the rescission would not conflict with any judgment or decree applicable premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the applicable premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a court course of competent jurisdictionconduct between holders and the Company and the Guarantors giving specific consideration in this transaction for such agreement to pay the applicable premium; and (D) the Issuer and each Guarantor shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the applicable premium to the holders as herein described is a material inducement to the holders to purchase the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) 8) of Section 6.01 that occurs 6.1 with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by written a notice in writing to the Company (and to the Trustee if such notice is given by the 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 Trustee at the request nonpayment of such Holders shall, declare the accelerated principal of, premium, if any, and accrued of or interest on the Notes to be immediately due and payable. Upon a declaration of accelerationNotes, such principal of, premium, if any, and accrued interest shall be immediately due and payablehave 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 set forth described in clause (e6) of Section 6.01 6.1 has occurred and is continuing, such 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 (e6) of Section 6.01 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the relevant Significant Subsidiary Company or waived by the holders of the relevant Indebtedness Debt within 60 days 20 Business Days after the declaration of acceleration with respect theretothereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. If an Event of Default specified in clause (g) or (h) 8) of Section 6.01 6.1 occurs with respect to the Company, the principal of, premium, if any, of and any accrued interest on the Notes then outstanding shall automatically 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 at least a majority any Default (except Default in principal amount payment of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interest of the Holders to do so. No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the Notes that have become respective due solely by dates expressed in such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionNote.

Acceleration. If Except as provided in Section 11.02, if an Event of Default (other than an Event of Default specified in clause (gSection 6.01(viii) or (hSection 6.01(ix) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, Securities then outstanding, outstanding by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shallTrustee, may declare the principal ofamount of Securities outstanding plus accrued and unpaid interest, premiumif any (including Liquidated Damages and Additional Interest, if any), and accrued interest on all the Notes outstanding Securities to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal of, premium, if any, and accrued interest accelerated amount 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretopayable immediately. If an Event of Default specified in clause (gSection 6.01(viii) or (hSection 6.01(ix) of Section 6.01 occurs with respect to the CompanyCompany occurs and is continuing, the principal ofamount of Securities outstanding plus accrued and unpaid interest, premiumif any (including Liquidated Damages and Additional Interest, if any), on all the Securities shall, automatically and accrued interest on without any action by the Notes then outstanding shall automatically Trustee or any Holder, become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The After any such acceleration, but before a judgment or decree based on acceleration, the Holders of at least a majority in aggregate principal amount of the Securities at the time outstanding Notes by written notice to the Trustee and the Company and without notice to the Trustee, any other Holder may waive all past defaults and rescind and annul a any declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) 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 the principal amount plus accrued and unpaid interest, if any (including Liquidated Damages and Additional Interest, if any), that have become due solely as a court result of competent jurisdictionacceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) 8) of Section 6.01 that occurs 6.1 with respect to the Company or any Subsidiary GuarantorTembec Inc.) occurs and is continuing under the Indenturecontinuing, then and in every such case, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes may declare the principal amount of the Notes and any accrued and unpaid interest on the Notes to be due and payable immediately by written a notice in writing to the Company (and to the Trustee if such notice is given by the Holders); provided, mayhowever, 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 rescind and annul such acceleration if (i) all Events of Default, other than the Trustee at the request nonpayment of such Holders shall, declare the accelerated principal of, premium, if any, and accrued of or interest on the Notes to be immediately due Notes, have been cured or waived as provided herein and payable. Upon (ii) such rescission or annulment would not conflict with any decree of judgment of a declaration court of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payablecompetent jurisdiction. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (e6) of Section 6.01 6.1 has occurred and is continuing, such 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 (e6) of Section 6.01 6.1 shall be remedied or cured by the Company Tembec Inc. or the relevant Significant such Restricted Subsidiary or waived by the holders of the relevant Indebtedness Debt within 60 days 30 Business Days after the declaration of acceleration with respect theretothereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. If an Event of Default specified in clause (g) or (h) 8) of Section 6.01 6.1 occurs with respect to the CompanyCompany or Tembec Inc., the principal of, premium, if any, amount of and any accrued and unpaid interest on the Notes then outstanding shall automatically 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 at least a majority any Default (except Default in principal amount payment of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on on, any Note) if the Notes Trustee determines that have become due solely by such declaration withholding notice is in the interests of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionHolders.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company Company, any Guarantor or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the CompanyCompany or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically 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 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 Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (xi) all existing Events of Default, other than the 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 (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If Subject to the terms of the Intercreditor Deed and the provisions of Section 6.01(b), if an Event of Default (other than an Event of Default specified under the bankruptcy provisions described in clause (g) or (h7) of Section 6.01 that occurs 6.01(a) with respect to the Company Issuer, any Note Guarantor or any Subsidiary GuarantorSignificant Subsidiary) occurs and is continuing under and is known to the IndentureTrustee, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, Issuer may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal of, premium, if any, and accrued interest shall will 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretopayable immediately. If an Event of Default specified under the bankruptcy provisions described in clause (g) or (h7) of Section 6.01 occurs 6.01(a) with respect to the CompanyIssuer, any Note Guarantor or any Significant Subsidiary occurs, the unpaid principal of, premium, if any, of and accrued interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. Notwithstanding the above, if the Issuer exercises its covenant defeasance option under Article 8 hereof, payment of the Notes may not be accelerated pursuant to this Section 6.02 because of the occurrence of an Event of Default specified in clauses (4), (6), (7) or (8) of Section 6.01 or non-compliance with clause (a)(3) of Section 5.01. The Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and to Trustee may on behalf of all of the Trustee, may waive all past defaults and Holders rescind and annul a declaration of an acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (except nonpayment of competent jurisdictionprincipal, interest, Special Interest or premium that has become due solely because of the acceleration) have been cured or waived.

Acceleration. If (a) In the case of an Event of Default (other than an Event of Default arising from events specified in clause (gSections 6.01(a)(9) or (h6.01(a)(10) of Section 6.01 that occurs hereof, with respect to the Company, any Significant Subsidiary of the Company or any group of the Company’s Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary Guarantor) of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding Notes may declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on immediately by notice in writing to the part Company specifying the Event of Default. (b) Holders of the Trustee Notes may not enforce this Indenture or any Holderthe Notes except as provided in this Indenture. The Subject to certain limitations, Holders of at least a majority in principal amount of the then outstanding Notes by written notice to may direct in writing the Company Trustee in its exercise of any trust or power. If a Default or Event of Default occurs and is continuing and is actually known to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment Trustee must send to each Holder notice of the Default or Event of Default within 90 days after it occurs. The Trustee, however, may withhold notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest or premium, if any, and interest on on, the Notes. In addition, the Trustee shall have no obligation to accelerate the Notes that have become due solely by such declaration if in the judgment of acceleration, have been cured or waived and (y) the rescission would Trustee acceleration is not conflict with any judgment or decree in the interest of a court the Holders of competent jurisdictionthe Notes.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g6) or (h7) of Section 6.01 that occurs 5.01 hereof with respect to the Company or any Subsidiary Guarantor) with respect to any series of Securities occurs and is continuing under the Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Securities of such series by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shallTrustee, may declare the principal of, of and premium, if any, and accrued and unpaid interest on the Notes all then outstanding Securities of such series to be immediately due and payablepayable immediately. Upon a any such declaration the amounts due and payable on the Securities of accelerationsuch series, such principal ofas determined in accordance with the next succeeding paragraph, premium, 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretopayable immediately. If an Event of Default specified in clause (g6) or (h7) of Section 6.01 occurs 5.01 hereof with respect to the CompanyCompany or any Guarantor occurs, the principal of, of and premium, if any, and accrued and unpaid interest on the Notes all Securities then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration declaration, notice or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the Securities of any series then outstanding Notes by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if with respect to such series (x) all existing Events of Default, other than the nonpayment of the principal of, or premium, if any, and or interest on the Notes that have become due solely by Securities of such declaration of acceleration, have been cured or waived and (yseries) if the rescission would not conflict with any judgment or decree and if all existing Events of a court Default have been cured or waived, except nonpayment of competent jurisdictionprincipal, or premium, if any, or interest that has become due solely because of the acceleration. In the event that the maturity of the Securities of any series is accelerated pursuant to this Section 5.02, 100% of the principal amount thereof shall become due and payable plus, premium, if any, and accrued interest to the date of payment.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g7) or (h) 8) of Section 6.01 that occurs with respect to the Company Parent or any Subsidiary Guarantorthe Issuers) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e5) 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 (e5) of Section 6.01 shall be remedied or cured by the Company Parent or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g7) or (h) 8) of Section 6.01 occurs with respect to the CompanyParent or the Issuers, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company Issuers and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. If an any Event of Default with respect to any series of Securities (other than an Event of Default specified in clause (ge) or (hf) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantorhereof) occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request outstanding Securities of such Holders shall, series and of all Pari Passu Series with respect to which such Event of Default shall have occurred (treating such series and all Pari Passu Series as a single class) may declare all the principal of, premium, if any, and accrued interest on the Notes Securities of all such series to be immediately due and payablepayable immediately. Upon a declaration The holders of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event Trust Preferred Securities then outstanding of Trusts holding Securities of a declaration of acceleration because series with respect to which an Event of Default set forth in clause (e) of Section 6.01 has shall have occurred and is continuing, such declaration be continuing and Securities of acceleration shall be automatically rescinded and annulled if the event of default triggering all Pari Passu Series with respect to which such Event of Default pursuant to clause (e) of Section 6.01 shall have occurred and be remedied or cured by continuing may participate in the Company or declaration, substituting for such purpose the relevant Significant Subsidiary or waived by the holders liquidation preference of the relevant Indebtedness within 60 days after the declaration related Trust Preferred Securities for an equivalent principal amount of acceleration with respect theretoSecurities (on a dollar-for-dollar basis) as to which such holders so participate. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the CompanyUpon any such declaration, the principal of, premium, if any, and accrued and unpaid interest on with respect to the Notes then outstanding Securities of all such series shall automatically become and be immediately due and payable without any declaration immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (e) or other act on the part (f) of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice Section 6.01 hereof occurs with respect to the Company Company, all outstanding Securities of all series shall be due and to payable immediately without further action or notice, PROVIDED that the Trustee, may waive all past defaults and rescind and annul a declaration payment of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on such Securities shall remain subordinated to the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionextent provided in Article 10.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gh) or (hi) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (ef) 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 (ef) of Section 6.01 shall be remedied or cured by the Company Company, any Guarantor or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (gh) or (hi) of Section 6.01 occurs with respect to the CompanyCompany or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically 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 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 Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (xi) all existing Events of Default, other than the 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 (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event In the case of Default (other than an Event of Default specified in clause (g6) or (h7) of Section 6.01 that occurs hereof, with respect to either the Company Issuer, any Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any Subsidiary Guarantor) group of Restricted Subsidiaries of the Issuer that, taken together, 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 and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes by notice to the Issuer (with a copy to the Trustee if given by Holders of Notes, ) may declare all the Notes to be due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding, outstanding Notes by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, on behalf of all of the Holders of all the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture, if the Trustee at rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the request payment of such Holders shall, declare the principal of, premium on, if any, or interest, if any, on, the Notes (except nonpayment of principal, premium, if any, and accrued or interest on the Notes to be immediately that became due solely because of the acceleration of the Notes) and payable. Upon a declaration if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of accelerationthe Trustee, such principal of, premium, if any, its agents and accrued interest shall be immediately due and payablecounsel have been paid. In the event of a declaration of acceleration of the Notes because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuingcontinuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting payment default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if such Indebtedness is paid or otherwise acquired or retired or the Holders of all Indebtedness described in Section 6.01(4) hereof have rescinded or waived the declaration of acceleration in respect of such Indebtedness within 20 Business Days of the date of such declaration of acceleration shall be automatically rescinded of the Notes, and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders annulment of the relevant Indebtedness within 60 days after the declaration acceleration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived and all amounts owing to the Trustee and the Notes Collateral Agent have been paid.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) 8) of Section 6.01 that occurs 6.1 with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by written a notice in writing to the Company (and to the Trustee if such notice is given by the 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 Trustee at the request nonpayment of such Holders shall, declare the accelerated principal of, premium, if any, and accrued of or interest on the Notes to be immediately due and payable. Upon a declaration of accelerationNotes, such principal of, premium, if any, and accrued interest shall be immediately due and payablehave 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 set forth described in clause (e6) of Section 6.01 6.1 has occurred and is continuing, such 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 (e6) of Section 6.01 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the relevant Significant Subsidiary Company or waived by the holders of the relevant Indebtedness Debt within 60 days 20 Business Days after the declaration of acceleration with respect theretothereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. If an Event of Default specified in clause (g) or (h) 8) of Section 6.01 6.1 occurs with respect to the Company, the principal of, premium, if any, of and any accrued interest on the Notes then outstanding shall automatically 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 at least a majority any Default (except Default in principal amount payment of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the Holders to do so. No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy hereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee, and provided indemnity and security reasonably satisfactory to the Trustee, to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note directly (as opposed to through the Trustee) for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the Notes that have become respective due solely by dates expressed in such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionNote.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gh), (i) or (hj)(B)(x) of Section 6.01 above that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant its Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (gh), (i) or (hj)(B)(x) of Section 6.01 above occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically 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 Holders of at least a majority in principal amount of the outstanding Notes Notes, by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (xi) all existing Events of Default, other than the 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 (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause Section 6.01(a)(i), (gii) or (hiii) occurs the principal of, premium and any accrued interest on the Notes of any series then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The exclusive remedy upon any Event of Default specified in Section 6.01 that 6.01(a)(i), (ii) or (iii) above shall be to enforce, collect or realize on the Escrow Property or exercise any other right or remedy with respect to the Escrow Property. (b) If an Event of Default, other than a Bankruptcy Default with respect to the Company, occurs with respect to the Company or Notes of any Subsidiary Guarantor) occurs series and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes of that series then outstanding, by written notice to the Company (and to the Trustee if such the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the outstanding Notes of that series to be immediately due and payable. Upon a declaration of acceleration, such principal ofprincipal, premium, if any, and accrued interest shall be will become immediately due and payable. In the event of If a declaration of acceleration because an Event of Bankruptcy Default set forth in clause (e) 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 (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes of any series then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (c) The Holders of at least a majority in principal amount of the outstanding Notes of any series by written notice to the Company and to the Trustee, Trustee may waive all past defaults with respect to the Notes of that series and rescind and annul a declaration of acceleration with respect to the Notes of that series and its consequences if if: (xi) all existing Events of DefaultDefault applicable to the Notes of that series, other than the nonpayment of the principal of, premium, if any, and interest on the Notes of that series that have become due solely by such the declaration of acceleration, have been cured or waived and waived; and (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (gSection 6.01(g) or (hSection 6.01(h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantorhereof) occurs and is continuing under the Indenturecontinuing, then and in every such case, the Trustee or by a notice in writing to the Company may, and at the direction of the Holders of at least 25% in not less than 25 percent of the outstanding aggregate principal amount of the Notes, then outstanding, Notes by written a notice in writing to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shallTrustee, shall declare the principal of, premium, if any, Default Amount and any accrued and unpaid interest on the all Notes then outstanding to be immediately due and payable. Upon a declaration of accelerationany such declaration, such principal of, premium, if any, Default Amount and any accrued and unpaid interest shall on all Notes then outstanding will become and be immediately due and payable. If an Event of Default specified in Section 6.01(g) or Section 6.01(h) hereof occurs, the Default Amount and any accrued and unpaid interest on all 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 of Notes. In the event of a declaration of acceleration because an Event of Default set forth in clause (eSection 6.01(e) of Section 6.01 hereof has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (eSection 6.01(e) of Section 6.01 hereof shall be remedied remedied, or cured by the Company or the relevant Significant Subsidiary cured, or waived by the holders of the relevant Indebtedness Indebtedness, within 60 calendar days after such event of default; PROVIDED no judgment or decree for the payment of the money due on the Notes has been obtained by the Trustee as hereinafter in this Article VI provided. At any time after a declaration of acceleration with respect thereto. If an Event to Notes has been made and before a judgment or decree for payment of Default specified the money due has been obtained by the Trustee as hereinafter in clause (g) or (h) of Section 6.01 occurs with respect to the Companythis Article VI provided, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes Notes, by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a such declaration of acceleration and its consequences if if, (xa) the Company has paid or deposited with the Trustee a sum sufficient to pay: (i) all existing Events overdue installments of Default, other than the nonpayment of interest on all Notes, (ii) the principal of, of (and premium, if any, on) any Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Notes, (iii) to the extent that payment of such interest is lawful, interest on the Defaulted Interest at the rate prescribed therefor in the Notes that and this Indenture, and (iv) all moneys paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due to the Trustee pursuant to Section 7.07 hereof; and (b) all Events of Default with respect to the Notes, other than the non-payment of the principal of Notes which have become due solely by such declaration of acceleration, have been cured or waived and (y) by the Holders as provided herein. No such rescission would not conflict with shall affect any judgment subsequent Default or decree of a court of competent jurisdictionimpair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gviii) or (hix) of Section 6.01 that occurs 5.01(a) hereof with respect to the Company Company, any Subsidiary that is a Significant Subsidiary or any Subsidiary Guarantorgroup of Subsidiaries that, taken together, would constitute a Significant Subsidiary) occurs and is continuing under the Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shallTrustee, may declare the principal of, of and premium, if any, and accrued and unpaid interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premiumLiquidated Damages, if any, on all then outstanding Notes to be due and accrued interest payable immediately. Upon any such declaration the amounts due and payable on the Notes, as determined in accordance with the next succeeding paragraph, 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretopayable immediately. If an Event of Default specified in clause (gviii) or (hix) of Section 6.01 occurs 5.01(a) with respect to the Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, occurs, the principal of, of and premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the all Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration declaration, notice or other act on the part of the Trustee or any Holder. The At any time after such a declaration of acceleration with respect to the Notes has been made and before a judgment for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of at least a majority in principal amount of the outstanding Notes Notes, by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a such declaration of acceleration and its consequences if if: (xi) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such the declaration of acceleration, have been cured or waived and waived, and (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. No such rescission shall affect any subsequent Default or impair any right consequent thereon. If the maturity of the Notes is accelerated pursuant to this Section 5.02, 100% of the principal amount thereof shall become due and payable plus premium, if any, and accrued interest and Liquidated Damages, if any, to the date of payment. In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium (including, in the case of any such Event of Default prior to March 1, 2007, payment of the Make-Whole Price) that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium (or, in the case of any such Event of Default prior to March 1, 2007, the relevant Make-Whole Amount that would apply at such time if the Notes were optionally redeemed at the Make-Whole Price) will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantorspecified in clauses (a)(5) and (a)(6) of Section 5.01) occurs and is continuing under the Indenturecontinuing, (i) the Trustee may, by written notice given to the Company, or (ii) the Holders of at least 25% in aggregate principal Principal amount of the Notes, then outstandingoutstanding Securities may, by written notice given to the Company and the Trustee, or (and to iii) the Trustee if such shall, upon the written request of Holders of at least 25% in aggregate Principal amount of the then outstanding Securities and by written notice is given by the Holders), may, and the Trustee at the request of such Holders shallas described in clause (i) above, declare the principal of, premium, if any, all unpaid Principal of and all accrued and unpaid interest on all the Notes Securities then outstanding to be immediately due and payable. Upon a such declaration of acceleration, such principal of, premium, if any, Principal and accrued interest shall be immediately due and payable. In payable immediately in cash without any presentment, demand, protest or notice to the event Company, all 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by which the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretoexpressly waives. If an Event of Default specified in clause clauses (ga)(5) or (ha)(6) of Section 6.01 5.01 occurs with respect to the Company, the principal of, premium, if any, all unpaid Principal and accrued and unpaid interest on the Notes Securities then outstanding shall automatically ipso facto become and be immediately due and payable in cash without any declaration or other act on the part of the Trustee or any Holder. The Before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of at least a majority in principal aggregate Principal amount of the then outstanding Notes Securities by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if (x) all existing Events of Default, other than the 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 (yi) 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 or interest on the Securities that has become due solely because of the acceleration, and (iii) overdue interest and, 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.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal Accreted Value, of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, Accreted Value of premium, 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, Accreted Value of premium, if any, and accrued interest on the Notes then outstanding shall automatically 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 Holders of at least a majority in principal amount at maturity of the outstanding Notes Notes, by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (xi) all existing Events of Default, other than the 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 (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If (a) Subject to Section 6.02(c), if an Event of Default (Default, other than an Event of a Bankruptcy Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) Company, occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate of the outstanding principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be will become immediately due and payable. In the event of If a declaration of acceleration because an Event of Bankruptcy Default set forth in clause (e) 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 (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, of and accrued interest on the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (b) The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of acceleration with respect to such Notes and its consequences if if (xi) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such the declaration of acceleration, have been cured or waived and waived, and (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. (c) Notwithstanding Section 6.02(a) or any other provision of this Indenture to the contrary, the sole remedy for any violation of any obligations the Company may be deemed to have pursuant to Section 314(a)(1) of the Trust Indenture Act shall be the accrual of Additional Interest on the Notes at a rate of 0.25% per annum, payable semiannually on each Interest Payment Date based on the number of days of the relevant interest period on which the Company is deemed to be in violation of such section. In no event shall Additional Interest accrue on the Notes at a per annum rate in excess of 0.25% per annum pursuant to both this Indenture and the Registration Rights Agreement, taken together, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest.

Acceleration. If Section 6.2 of the Base Indenture is amended such that the references to “clause (6) or (7)” in the first and second paragraph and in clause (5) of the third paragraph are deleted and replaced with the words “clause (7) or (8)”. Notwithstanding Article VI of the Base Indenture, for the first 365 days immediately following an Event of Default relating to (other than i) the Company’s failure to file with the Trustee any documents or reports that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or (ii) the Company’s failure to comply with its reporting obligations to the Trustee set forth under Section 4.01 of this Second Supplemental Indenture, the sole remedy for any such Event of Default shall be the accrual of additional interest on the Securities at a rate per annum equal to (i) 0.25% of the outstanding principal amount of the Securities for the first 180 days following the occurrence of such Event of Default and (ii) 0.50% of the outstanding principal amount of the Securities for the next 180 days after the first 180 days following the occurrence of such Event of Default, in each case, payable quarterly at the same time and in the same manner as regular interest on the Securities. This additional interest will accrue on all outstanding Securities from, and including the date on which such Event of Default first occurs to, and including, the 365th day thereafter (or such earlier date on which such Event of Default shall have been cured or waived). In addition to the accrual of such additional interest, on and after the 360th day immediately following an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect relating to the Company or any Subsidiary Guarantor) occurs and is continuing under the Indenturesuch reporting obligations, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding Securities may declare the principal ofamount of the Securities and any accrued and unpaid interest through the date of such declaration, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. (a) If an any Event of Default (other than an Event of Default a type specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor6.01(a)(8)) occurs and is continuing under this Indenture, the IndentureGuarantee Agreement, the Notes or the Security Documents, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, total outstanding Notes may by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, Issuer declare the principal ofprincipal, premium, if any, interest and accrued interest any other monetary obligations on all the then outstanding Notes to be immediately due and payablepayable immediately. Upon a declaration the effectiveness of accelerationsuch notice, such principal of, premium, if any, and accrued interest shall will be immediately due and payable. payable immediately. (b) Notwithstanding the foregoing, in the case of an Event of Default with respect to the Issuer arising under Section 6.01(a)(8), all outstanding Notes will become due and payable without further action or notice. (c) In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (eSection 6.01(a)(6) of Section 6.01 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e6) of Section 6.01 shall be remedied or cured by the Company Issuer or the relevant Significant a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 60 20 days after the declaration of acceleration with respect thereto. If an Event thereto and if (1) the annulment of Default specified in clause (g) or (h) the acceleration of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all amounts owed to the Trustee in connection with such Event of Default have been paid and (3) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. (d) The Trustee shall have no obligation to accelerate the Notes if in the judgment of the Trustee acceleration is not in the interest of the Holders, subject to Sections 6.05 and 6.06. (e) The Holders of a majority in aggregate principal amount of the then outstanding Notes by 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 or premium, if any, on the principal of any Note held by a non-consenting Holder, other than the non-payment of interest or premium, if any, on the principal of such Note that became due solely because of the acceleration of such Note) and rescind any acceleration and its consequences with respect to the Notes; provided that such rescission would not conflict with any judgment of a court of competent jurisdiction and all amounts owed by the Issuer to the Trustee with respect to such Default (to the extent invoiced to the Issuer at least two Business Days prior to the effective date of such waiver or rescission) have been paid.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) 8) of Section 6.01) under Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the Indenturecontinuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest on on, all the Notes then outstanding to be immediately due and payable. Upon , by a notice in writing to the Company (and to the Trustee, if given by Holders) specifying the respective Event of Default and upon any such declaration of acceleration, such principal of, premium, if any, and accrued and unpaid interest shall be become immediately due and payable. In ; provided, however, that so long as any Obligations permitted to be incurred under 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 continuingIndenture pursuant to the Credit Agreement shall be outstanding or the commitments thereunder have not been terminated, such declaration of that acceleration shall not be automatically rescinded and annulled if effective until the event earlier of default triggering such Event (1) an acceleration of Default pursuant to clause all Obligations under the Credit Agreement or (e2) of Section 6.01 shall be remedied or cured five business days after receipt by the Company or the relevant Significant Subsidiary or waived by the holders administrative agent under such Credit Agreement of written notice of the relevant Indebtedness within 60 days after acceleration of the declaration of acceleration with respect theretoNotes. If an Event of Default specified in clause (g) or (h) 8) of Section 6.01 occurs with respect to the Companyabove occurs, the all unpaid principal of, premium, if any, and accrued interest on on, the Notes then outstanding shall automatically will become and be immediately due and payable immediately, without any declaration or other act on the part of the Trustee or any Holder. The Holders If any Event of at least a majority in principal amount Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the outstanding Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes by written notice pursuant to the Company optional redemption provisions of paragraph 7 of the Notes, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the Trusteeextent permitted by law, may waive anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes, then, the premium specified in this Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If (i) (A) the Company or any Subsidiary Guarantor has paid or deposited with such Trustee a sum sufficient to pay (1) all past defaults overdue installments of interest on all the Notes, (2) the principal of, and rescind and annul a premium, if any, on any Notes that have become due otherwise than by such declaration of acceleration and its consequences if interest thereon at the rate or rates prescribed therefor in the Notes, (x3) to the extent that payment of such interest is lawful, interest on the defaulted interest at the rate or rates prescribed therefor in the Notes, and (4) all existing money paid or advanced by the Trustee thereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (B) all Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the of any Notes that have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture; and (yC) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionjurisdiction and (ii) the Holders of a majority in aggregate principal amount of then outstanding Notes give written notice to the Company, the Subsidiary Guarantors and the Trustee of their desire to rescind and annul a declaration of acceleration and its consequences, then such declaration of acceleration shall be deemed rescinded and annulled. No such rescission will affect any subsequent Event of Default or impair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause clauses (g7) or and (h) 8) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor6.1) occurs has occurred and is continuing under the Indenturecontinuing, the Trustee by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes by written notice to the Company (and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes to be immediately due and payable. Such notice must specify the Event of Default and state that such notice is a “Notice of Acceleration.” Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premium, if any, premium and accrued and unpaid interest shall will be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (e6) of Section 6.01 6.1 has occurred and is continuing, such the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e6) of Section 6.01 6.1 shall be remedied or cured by the Company or the relevant Significant a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 60 20 days after the written notice of declaration of acceleration of the Notes with respect theretothereto is received by the Company 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 on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event of Default specified described in clause clauses (g7) or (h) 8) of Section 6.01 6.1 occurs with respect to the Companyand is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The At any time after 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 Notes by written notice to the Trustee and the Company (including, without limitation, waivers and to the Trusteeconsents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) may waive all past defaults and rescind and annul a such declaration of acceleration and its consequences if consequences; provided, that (xi) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionwaived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g7) or (h) 8) of Section 6.01 that occurs with respect to Parent or the Company or any Subsidiary GuarantorIssuers) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e5) 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 (e5) of Section 6.01 shall be remedied or cured by the Company Parent or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g7) or (h) 8) of Section 6.01 occurs with respect to Parent or the CompanyIssuers, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) by written notice to the Company Issuers and to the Trustee, may waive all past defaults (other than a payment default as described under Section 9.02(b)(6)) and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (g) or (h9) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, then and in every such case the Trustee or the Holders of at least 25not less than 30% in aggregate principal amount of the Notes, then outstanding, outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by written a notice in writing to the Company (and to the Trustee if such notice is given by the Holders); provided, mayhowever, 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 rescind and annul such acceleration, if (1) the Trustee at rescission would not conflict with any judgment or decrees and (2) all existing Events of Default, other than the request non-payment of such Holders shall, declare the principal of, premiumpremium on, of any, or interest, if any, and accrued interest on the Notes to be immediately that have become due and payable. Upon a solely by such declaration of acceleration, such principal ofhave been cured or waived, premium, if any, and accrued interest shall be immediately due and payable. as provided in this Indenture. (b) In the event of a declaration of acceleration of the Notes solely because an Event of Default set forth specified in clause (e7) of Section 6.01 has occurred and is continuing, such 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 (e7) of Section 6.01 shall be remedied or cured by the Company or a Restricted Subsidiary of the relevant Significant Subsidiary Company or waived by the holders of the relevant Indebtedness Debt within 60 days 20 Business Days after the declaration of acceleration with respect thereto. thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. (c) If an Event of Default specified in clause (g) or (h9) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, of and any accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (d) The Holders of at least a majority in principal amount Trustee shall not be deemed to have knowledge or notice of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration occurrence of acceleration and its consequences if (x) all existing Events any Default or Event of Default, other than the nonpayment unless a Responsible Officer of the Trustee shall have received written notice from the Company or a Holder describing such Default or Event of Default, and stating that such notice is a notice of Default or Event of Default. (e) The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest on interest) if the Notes Trustee determines that have become due solely by such declaration withholding notice is in the interests of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionHolders to do so.

Acceleration. (a) If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor6.01(a)(ix)) occurs and is continuing under the Indenturecontinuing, the Trustee may, or the Holders of at least 2530% in aggregate principal amount of the Notes, then outstanding, outstanding Notes by written notice to the Company Issuer (and to the Trustee if such notice is given by the Holders), may, ) may and the Trustee at the request of such Holders shall, if so directed by the Holders of at least 30% in aggregate principal amount of the then outstanding Notes, declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payablepayable immediately. In the event of a declaration of acceleration because an Event of Default set forth in clause (ethe Notes pursuant to Section 6.01(a)(v) of Section 6.01 has occurred and is continuing, such 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 (eSection 6.01(a)(v) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary cured, or waived by the holders Holders of the relevant Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 60 30 days after the declaration of acceleration with respect thereto. If an Event thereto and if the annulment of Default specified in clause (g) or (h) the acceleration of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission 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)(ix), 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. (i) Upon the Notes becoming due and payable upon an Event of Default, whether automatically or by declaration (including, but not limited to, an Event of Default specified in clause (ix) above (including the acceleration of any portion of the Indebtedness evidenced by the Notes by operation of law)), prior to March 15, 2023, the amount that shall then be due and payable shall be equal to 100% of the principal amount of the Notes then outstanding plus the Applicable Premium in effect on the date of such acceleration, plus accrued and unpaid interest, if any, to, but excluding, the date of such acceleration. (ii) Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated for any reason or otherwise become due prior to their original stated maturity, in each case, in respect of any Event of Default (including, but not limited to, an Event of Default specified in clause (ix) above (including the acceleration of claims by operation of law)), the Applicable Premium or the amount by which the applicable redemption price exceeds the principal amount of the Notes, as applicable, with respect to an optional redemption of the Notes will also be due and payable as though the Notes were optionally redeemed on the date of such acceleration and shall constitute part of the Obligations on the Notes, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. Any premium payable pursuant to this paragraph shall be presumed to be the liquidated damages (and not unmatured interest under Bankruptcy Laws) sustained by each holder as the result of the early redemption and the Company and the Guarantor agree that it is reasonable under the circumstances currently existing. The premium shall also be payable if 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 means). THE ISSUER AND THE GUARANTOR EXPRESSLY WAIVE (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 and the Guarantor expressly agree (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 and the Guarantor giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Issuer and the Guarantor shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer and the Guarantor expressly acknowledge that the agreement to pay the premium to holders as herein described is a material inducement to holders to purchase the Notes. (d) Subject to the provisions of Article Seven, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders of Notes unless such Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. (e) Within 30 days of the occurrence of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs hereof with respect to the Company Company, any Significant Subsidiary or any Subsidiary Guarantorgroup of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Notesthen outstanding Notes may declare all the Notes to be due and payable immediately. Upon such declaration, then outstandingthe principal of (or, by written notice if prior to the Company (and to Full Accretion Date, the Trustee if such notice is given by the HoldersAccreted Value of), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premiumLiquidated Damages, if any, and accrued interest on the Notes shall be immediately become due and payablepayable immediately. In Notwithstanding 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 continuingforegoing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, the principal of, premium, if any, and accrued interest on the Notes then outstanding foregoing amount shall automatically become and be immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. The Holders of at least a majority in aggregate principal amount at maturity of the then outstanding Notes by written notice to the Company and to Trustee may on behalf of all of the Trustee, may waive all past defaults and Holders rescind and annul a declaration of an acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) 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. If an Event of Default occurs on or after January 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by applicable law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable, to the extent permitted by applicable law, in an amount, for each of the years beginning on January 1 of the years set forth below, as set forth below (expressed as a court percentage of competent jurisdiction.the Accreted Value to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998................................... 149.00% 1999................................... 142.00% 2000................................... 135.00% 2001................................... 128.00% 2002................................... 121.00%

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantordescribed in Sections 6.1(h) and (i) hereof) occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes, then outstanding, by written notice in writing to the Company Company, may declare the unpaid principal of (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, ) and accrued interest to the date of acceleration on all the outstanding Notes to be immediately due and payable. Upon a declaration of accelerationpayable immediately and, upon any such declaration, such principal of, amount (and premium, if any, ) and accrued interest shall be interest, notwithstanding anything contained in this Indenture or the Notes to the contrary, will become 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured payable upon receipt by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretosuch notice. If an Event of Default specified in clause Sections 6.1(h) and (gi) or (h) of Section 6.01 occurs hereof with respect to the CompanyCompany occurs under this Indenture, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically will 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 Holders of at least a majority in principal amount Holder of the outstanding Notes. If payment of the Notes by written is accelerated because of an Event of Default, the Company or the Trustee shall notify the holders of Senior Indebtedness of such acceleration. Upon such declaration the principal and interest shall be due and payable immediately; provided, however, that so long as any Senior Indebtedness or any commitment therefor is outstanding, any such notice or declaration shall not become effective until the earlier of (a) five Business Days after such notice is delivered to the Company representative for the Designated Senior Indebtedness or (b) the acceleration of any Designated Senior Indebtedness and thereafter, payments on the Notes pursuant to this Article 6 shall be made only to the Trustee, may waive all past defaults and rescind and annul extent permitted pursuant to Article 10 hereof. After a declaration of acceleration and its consequences if (x) all existing Events under this Indenture, but before a judgment or decree for payment of Default, other than the nonpayment of the principal ofprincipal, premium, if any, and interest on the Notes that have become due solely under this Article 6 has been obtained by such declaration the Trustee, Holders of accelerationa majority in principal amount of the then outstanding Notes by written notice to the Company and the Trustee may rescind an acceleration and its consequences if (i) the Company has paid or deposited with the Trustee a sum sufficient to pay (a) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, have been cured or waived expenses, disbursements and advances of the Trustee, its agents and counsel and (yb) all overdue interest on the Notes, if any, (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionjurisdiction and (iii) all existing Events of Default (except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration) have been cured or waived.

Acceleration. If an Event of Default (other than an Event ------------ of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal Accreted Value of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal ofAccreted Value, premium, 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal Accreted Value of, premium, if any, and accrued interest on the Notes then outstanding shall automatically 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 Holders of at least a majority in aggregate principal amount at maturity of the outstanding Notes Notes, by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (xi) all existing Events of Default, other than the nonpayment of the principal Accreted Value 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 (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (ga) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (gv) or (hvi) of Section 6.01 occurs 6.01(a) with respect to the CompanyCompany occurs and is continuing, the then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes then outstanding shall automatically 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 . (b) If any Event of Default (other than an Event of Default specified in clauses (v) or (vi) of Section 6.01(a) with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least a majority 25% in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, under this Indenture may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of declare the principal of, premium, if any, and accrued interest on such Notes to be immediately due and payable by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable. Notwithstanding the foregoing, if the Company so elects in writing to the Trustee, the sole remedy of the holders for a failure to comply with Section 4.03, will for the first 180 days after the occurrence of such failure consist exclusively of the right to receive additional interest (“Additional Interest”) on the Notes that have become due solely by at a rate per annum equal to 0.25% for the first 180 days after the occurrence of such declaration of acceleration, have been failure. The Additional Interest will accrue on all outstanding Notes from and including the date on which such failure first occurs until such violation is cured or waived and shall be payable on each interest payment date to Holders of record on the regular record date immediately preceding the interest payment date. On the 181st day after such failure (y) if such violation is not cured or waived prior to such 181st day), such failure will then constitute an Event of Default without any further notice or lapse of time and the rescission would not conflict with any judgment or decree of a court of competent jurisdictionNotes will be subject to acceleration as provided herein.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or clause (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor7 .01) occurs and is continuing under the Indenturecontinuing, the Trustee by notice to SRI, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, SRI and the Trustee at the request of such Holders shallTrustee, may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Notes to be immediately due and payablepayable (collectively, the "DEFAULT AMOUNT"). Upon such a declaration of accelerationdeclaration, such principal of, premium, if any, and accrued interest the Default Amount 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 continuingpayable immediately; PROVIDED that if any Bank Debt shall remain outstanding, such declaration shall not become effective until three Business Days after notice of acceleration shall be automatically rescinded and annulled if such declaration has been given to the event Representative of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration Bank Debt. In case of acceleration with respect thereto. If an Event of Default specified in clause (g) or clause (h) of Section 6.01 occurs with respect to the Company7.01, the principal of, premium, if any, and accrued interest on the all outstanding Notes then outstanding shall automatically IPSO FACTO become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders of the Notes. The Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and to Trustee may on behalf of all of the Trustee, may waive all past defaults and Holders rescind and annul a declaration of an acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) 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. No such rescission shall affect any subsequent or other Default or impair any right consequent thereto. If the Default Amount becomes due and payable as a court result of competent jurisdictionan Event of Default, SRI or, if requested by SRI, the Trustee on SRI's behalf, shall promptly so notify the holders of Designated Senior Debt or the Representative of such holders.

Acceleration. If an Event (a) In the case of Default (other than an Event of Default specified in clause clauses (gviii) or (hix) of Section 6.01 that occurs 6.01(a) hereof, with respect to the Company or any Restricted Subsidiary Guarantor) of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding Notes may declare the principal of, premium, if any, and of an accrued but unpaid interest on all the Notes to be immediately due and payable. Upon a declaration of accelerationsuch declaration, such principal of, premium, 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretopayable immediately. If an Event of Default specified described in clause (gSection 6.01(a)(viii) or (hix) of Section 6.01 occurs with respect to the Companyand is continuing, the principal of, premium, if any, of and accrued interest on all the Notes then outstanding shall automatically will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders of the Notes. The Under certain circumstances, the Holders of at least a majority in principal amount of the outstanding Notes by written notice may rescind any such acceleration with respect to the Company Notes and to its consequences. (b) In the Trustee, may waive all past defaults and rescind and annul event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(a)(v) has occurred and its consequences 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 by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration of the Notes with respect thereto and if (xA) all existing Events of Default, other than the nonpayment annulment of the principal of, premium, if any, and interest on acceleration of the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionjurisdiction and (B) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Acceleration. If Subject to the terms of the Security Documents, if an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then then-outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest and Additional Interest, if any, on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, 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 above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest and Additional Interest, if any, on the Notes then 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest and Additional Interest (if any) on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and waived, (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionjurisdiction and (z) all outstanding fees and expenses of the Trustee incurred in connection with such Default or Event of Default have been paid.

Acceleration. If an Event (a) In the case of Default (other than an Event of Default specified in clause (gSections 6.01(a)(6) or (h6.01(a)(7) of Section 6.01 that occurs with respect to either the Company Company, any Domestic Restricted Subsidiary that is a Significant Subsidiary or any Subsidiary Guarantor) group of Domestic Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding principal of the Notes and any accrued but unpaid interest thereon will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing under the Indenturecontinuing, the Trustee or or, subject to Section 9.03, the Holders of at least 2530% in aggregate principal amount of the Notes, then outstanding, outstanding Notes by written notice to the Company (and with a copy to the Trustee if such given by Holders of Notes) may declare all outstanding principal of the Notes and any accrued but unpaid interest thereon, to be due and payable immediately. (b) Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding 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 if it determines that withholding notice is given by in their interest, except a Default or Event of Default relating to the Holders), may, and the Trustee at the request payment of such Holders shall, declare the principal of, premiumpremium on, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premiuminterest, if any, and accrued interest shall be immediately due and payable. . (c) In the event of a declaration of acceleration of the Notes because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuingcontinuing as a result of the acceleration of any Indebtedness described in Section 6.01(a)(4) (excluding any resulting payment default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the Holders of all Indebtedness described in Section 6.01(a)(4) have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration of acceleration shall be automatically rescinded of the Notes, and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders annulment of the relevant Indebtedness within 60 days after the declaration acceleration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived and all amounts owing to the Trustee and the Collateral Agent have been paid.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 6.1(a)(vi) or (hvii) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under continuing, unless otherwise specified for Notes of any series in the Indentureapplicable Notes Supplemental Indenture as contemplated by Section 2.2, the Trustee by notice in writing specifying the Event of Default and that it is a “notice” to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes by written notice to the Company (and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premium, if any, and accrued interest shall and unpaid interest, if any, shall, subject to Section 6.4, be immediately due and payable. In the event of a declaration of acceleration of the Notes because an Event of Default set forth in clause (eSection 6.1(a)(v) of Section 6.01 above has occurred and is continuing, unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture as contemplated by Section 2.2, such declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (eSection 6.1(a)(v) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 60 30 days after the declaration of acceleration with respect thereto. If an Event thereto and if (1) the annulment of Default specified in clause (g) or (h) the acceleration of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.jurisdiction and

Acceleration. If an Event of Default (other than an Event of Default specified in clause clauses (gh) or (hi) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor8.01 hereof) occurs and is continuing under the Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shallTrustee, may declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Companydeclaration, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically be due and payable immediately. If an Event of Default specified in clause (h) or (i) of Section 8.01 hereof occurs, 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 Holder. The Holders of at least If the Notes have been declared due and payable as a majority in principal amount result of the outstanding Notes by written notice acceleration of Indebtedness prior to its express maturity pursuant to Section 8.01(f), such declaration shall be automatically rescinded if the Company and to holders of such Indebtedness have rescinded or annulled the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration in respect of that Indebtedness or such Indebtedness has been discharged within 30 days after such acceleration in accordance with the mortgage, indenture or instrument under which it was issued and its consequences if (x) all existing Events of Default, other than the 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 (yi) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionjurisdiction and (ii) all existing Events of Default have been cured or waived except nonpayment of principal or interest on the Notes that has become due solely because of the acceleration of the Notes. Except as otherwise provided in the immediately preceding paragraph, the Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may rescind an acceleration and its consequences (i) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest on the Notes that has become due solely because of the acceleration of the Notes.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause clauses (g6) or and (h7) of Section 6.01 that occurs 6.01(a) (with respect to the Company or Issuer, any Subsidiary Guarantorof Parent that is a Parent Guarantor or Parent) with respect to the Notes at the time outstanding occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 2530% in aggregate principal amount of the Notes, then outstanding, total outstanding Notes may by written a notice in writing to the Company Issuer (and to the Trustee if such notice is given by to the Holders)) declare the principal, maypremium, if any, interest and any other monetary obligations on all the Trustee at then outstanding Notes to be due and payable immediately. Upon the request effectiveness of such Holders shalldeclaration, declare the principal ofsuch principal, premium, if any, and accrued interest on with respect to the Notes to shall be immediately due and payablepayable immediately. Upon The Trustee shall have no obligation to accelerate the Notes if and so long as a declaration committee of accelerationits Responsible Officers in good faith determines acceleration is not in the best interest of the Holders of the Notes. Notwithstanding the foregoing, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In in the event case of a declaration of acceleration because an Event of Default set forth in arising under clause (e6) or (7) of Section 6.01 6.01(a) that 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 continuing under this Indenture (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the CompanyIssuer, the principal ofany Subsidiary of Parent that is a Parent Guarantor), premium, if any, and accrued interest on the all outstanding 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 Holder. The In the event of a declaration of acceleration with respect to the Notes, the Holders of at least a majority in aggregate principal amount of the then total outstanding Notes by written notice to the Company Issuer and to the Trustee, Trustee may waive on behalf of all past defaults and of the Holders of the Notes rescind and annul a such declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission and annulment would not conflict with any judgment or decree and if all existing Events of a court Default with respect to the Notes (except nonpayment of competent jurisdictionprincipal, interest, if any, or premium, if any, that has become due solely because of the acceleration) have been cured or waived.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 4.01(f) or (h4.01(g) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorIssuer) occurs and is continuing under the this Indenture, the Trustee or the Holders holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuer (and to the Trustee if such notice is given by the Holdersholders (the "Acceleration Notice")), may, and the Trustee at the request of such Holders holders shall, declare the principal of, premium, if any, and accrued interest on the all such outstanding Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (eSection 4.01(d) of Section 6.01 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 an Event of Default pursuant to clause (eSection 4.01(d) of Section 6.01 shall be remedied or cured by the Company or Issuer and/or the relevant Significant Subsidiary Subsidiaries or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (gSection 4.01(f) or (h4.01(g) of Section 6.01 occurs with respect to the CompanyIssuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderholder. The Holders holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company Issuer and to the Trustee, may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if (xi) all existing Events of Default, other than the 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 (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(g) or (h) of Section 6.01 that occurs above with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, --------------- then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notesthen outstanding 1997 Notes may declare the unpaid principal of and accrued and unpaid interest thereon, if any, on all the 1997 Notes then outstandingoutstanding to be due and payable, by written a notice in writing to the Company (and to the Trustee Trustee, if such notice is given by the Holders), may) and upon such declaration such principal amount, and the Trustee at the request of such Holders shall, declare the principal of, premiumaccrued and unpaid interest thereon, if any, and accrued interest on the Notes to be will become immediately due and payable. Upon a declaration of acceleration, such principal of, premium, 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 notwithstanding anything contained in clause (e) 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 (e) of Section 6.01 shall be remedied or cured by the Company this Indenture or the relevant Significant Subsidiary or waived by 1997 Notes to the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretocontrary. If an Event of Default specified in clause (gSection 6.01(g) or (h) of Section 6.01 occurs above with respect to the CompanyCompany occurs, the all unpaid --------------- principal of, premiumof and accrued and unpaid interest thereon, if any, and accrued interest on the 1997 Notes then outstanding shall automatically will 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 Holders of at least no less than a majority in aggregate principal amount of the outstanding 1997 Notes by written notice are authorized to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of such acceleration and its consequences if (x) all existing Events of Default, other than Default have been cured or waived except for an Event of Default with respect to the nonpayment non-payment of the principal of, of and premium, if any, and interest on the 1997 Notes that have become due solely by such acceleration. (b) Prior to the declaration of accelerationacceleration of the maturity of the 1997 Notes, have been cured or waived and (y) the rescission would not conflict with any judgment or decree holders of a court majority in aggregate principal amount of competent jurisdictionthe 1997 Notes at the time outstanding may waive on behalf of all such holders any default, except a default in the payment of principal of or interest on any 1997 Note not yet cured, or a default with respect to any covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding 1997 Note affected. (c) Upon an acceleration as provided in this Section 6.02, all ------------ amounts owed by the Company to the Trustee or Holders, including the aggregate principal of, and all premium and accrued and unpaid interest thereon, if any, the 1997 Notes and any and all expenses, fees, or other amounts owing under this Indenture shall bear interest at the then applicable rate of interest payable on the 1997 Notes plus 2% per annum (the "Default Rate") until such amounts have --- ----- ------------ been paid or such acceleration has been rescinded pursuant to Section 6.02(a). --------------- -45-

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company specified in clauses (d) or any Subsidiary Guarantor(e) of Section 6.1 hereof) occurs and is continuing under the Indenturecontinuing, the Trustee by written notice to the Company or the Holders of at least not less than 30% (25% in the case of an Event of Default with respect to the payment of principal of or interest on the Securities) in aggregate principal amount of the Notes, then outstanding, outstanding Securities by written notice to the Company (and to the Trustee if such notice is given by the Holders)Trustee, may, may and the Trustee at the request of such Holders shall, declare all unpaid principal of, premium, if any, and accrued and unpaid interest on the Securities to be due and payable immediately; PROVIDED, HOWEVER, that if any Senior Indebtedness is outstanding pursuant to the Credit Agreement, upon a declaration of acceleration, such principal and interest shall be due and payable upon the earlier of (x) the day that is five Business Days after the provision to the 41 Company and the Credit Agent of such written notice, unless such Event of Default is cured or waived prior to such date, and (y) the date of acceleration of any Senior Indebtedness under the Credit Agreement. Upon such declaration of acceleration the principal, premium, if any, and accrued interest, due and payable on the Securities, as determined in the next succeeding paragraph, shall be due and payable immediately. If an Event of Default with respect to the Company specified in clause (d) or (e) of Section 6.1 hereof occurs, all unpaid principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes Securities then outstanding shall automatically IPSO FACTO become and be immediately due and payable without any declaration declaration, notice or other act on the part of the Trustee or any Holder. The At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained, the Holder or Holders of at least a majority in aggregate principal amount of the then outstanding Notes Securities, by written notice to the Company and to the Trustee, may waive waive, on behalf of all Holders, any past defaults default if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and rescind and annul a premium, if any, applicable to) any Securities which would become due otherwise than by such declaration of acceleration acceleration, and its consequences if interest thereon at the rate borne by the Securities, (xC) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities, (D) all existing sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and counsel, and (2) all Events of Default, other than the nonpayment non-payment of the principal of, premium, if any, and interest on the Notes that of Securities which have become due solely by such declaration of acceleration, have been cured or waived and (y) waived. Notwithstanding the rescission would previous sentence of this Section 6.2, no waiver shall be effective for any Default or Event of Default in the payment of the principal of premium, if any, or interest on any Security held by a nonconsenting Holder or any Default or Event of Default with respect to any covenant or provision which cannot conflict with be modified or amended without the consent of the Holder of each outstanding Security, unless all such affected Holders agree, in writing, to waive such Event of Default or event. No such waiver shall cure or waive any judgment subsequent default or decree of a court of competent jurisdictionimpair any right consequent thereon.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable, provided that, in the event of a Guarantor default, JLL may elect to substitute another Guarantor or Guarantors acceptable to at least one nationally-recognized rating agency, in which case neither the Trustee nor the requisite percentage of Holders shall have any right to declare the principal, premium (if any) or interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company Company, any Guarantor or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the CompanyCompany or a Guarantor, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically 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 At any time after such declaration of acceleration, the Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if (xa) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all 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 Notes, (iii) the principal of and premium, if any, on any Notes that have become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Notes, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest, if any, at the rate prescribed therefor by such Notes, (b) all existing Events of Default, other than the nonpayment non-payment of the principal of, premium, if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (yc) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g7) or (h) 8) of Section 6.01 that occurs 6.1 with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under continuing, unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture, as contemplated by Section 2.4, then the Trustee or the Holders of at least 25not less than 30.0% in aggregate principal amount of the Notes, then outstanding, outstanding Notes (which contain such defaults) may declare the principal of the Notes and accrued but unpaid interest on the Notes to be due and payable immediately by written a notice in writing to the Company (and to the Trustee if such notice is given by the 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 (which contain such Defaults) may, under certain circumstances, rescind and the Trustee at the request annul such acceleration if all Events of such Holders shall, declare the principal of, premium, if anyDefault have been cured or waived as provided in this Indenture; provided that a notice of Default may not be given with respect to any action taken, and accrued interest on the Notes reported publicly or to be immediately due and payable. Upon a declaration holders, more than two years prior to such notice of acceleration, such principal of, premium, 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretoDefault. If an Event of Default specified in arising from clause (g7) or (h) 8) of Section 6.01 occurs 6.1, with respect to the Company, occurs and is continuing, unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture, as contemplated by Section 2.4, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding shall automatically (which contain such defaults) will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders In the event of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal ofNotes solely because an Event of Default specified in Section 6.1(5) has occurred and is continuing, premium, if any, and interest on the declaration of acceleration of the Notes that have become due solely shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.1(5) shall be remedied or cured by such the Company or a Restricted Subsidiary of the Company or waived by the requisite number of holders of the relevant Indebtedness within 20 Business Days after the declaration of acceleration, have been cured or waived acceleration with respect thereto and (y) if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdictionjurisdiction obtained by the Trustee for the payment of amounts due on the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(i) or (hj) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs has occurred and is continuing under the Indenturecontinuing, the Trustee by notice to the Company, or the Holders Noteholders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, outstanding by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shallTrustee, may declare the principal of, premium, if any, of and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal of, premium, 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretopayable immediately. If an Event of Default specified in clause (gSection 6.01(i) or (hj) of Section 6.01 occurs with respect to the CompanyCompany occurs, the principal of, premium, if any, of and accrued and unpaid interest on all the Notes then outstanding shall automatically become and be immediately due and payable without any declaration declaration, notice or other act on the part of the Trustee and the Company or any HolderNoteholders. The Holders of at least a majority in principal amount of the Notes then outstanding Notes by written notice to the Trustee and the Company and may: (a) waive any Default or Event of Default (other than any continuing Default or Event of Default in payment of principal or interest) with respect to such Notes under the Trustee, may waive all past defaults and Indenture; and (b) rescind and annul a declaration of an acceleration with respect to such Notes and its consequences if (x) all existing Events of Default, other than the except an acceleration due to nonpayment of the principal of, premium, if any, and or interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (yNotes) if the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (other than non-payment of competent jurisdictionaccelerated principal and premium, if any, with respect to such Notes) have been cured or waived. No such waiver or rescission shall affect any subsequent Event of Default or impair any right or power consequent thereon. The provisions of Sections 6.01 and 6.02 of this Third Supplemental Indenture shall supercede and replace, respectively, the provisions of Sections 6.01 and 6.02 of the Original Indenture for purposes of the Notes.

Acceleration. (a) If an Event of Default (Default, other than an Event of Default specified in clause (gSection 6.01(g) or (hSection 6.01(h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) , occurs and is continuing under the Notes or this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, such Notes affected thereby then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the such Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued and unpaid interest and Additional Interest, if any, shall be immediately due and payable. . (b) In the event of a declaration of acceleration because an Event of Default set forth in clause (eSection 6.01(e) 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 (eSection 6.01(e) of Section 6.01 shall be remedied or cured by the Company Company, the relevant 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. . (c) If an Event of Default specified in clause (gSection 6.01(g) or (hSection 6.01(h) of Section 6.01 occurs with respect to the CompanyCompany or any Guarantor, the principal of, premium, if any, and accrued and unpaid interest and Additional Interest, if any, on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice (the “Acceleration Notice”) to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable; provided that for so long as the Credit Agreement is in effect, such declaration shall not become effective until the earlier of (i) five Business Days after receipt of the Acceleration Notice by the Bank Agent and the Company and (ii) acceleration of the Indebtedness under the Credit Agreement; provided further that such acceleration shall automatically be rescinded and annulled without any further action required on the part of the Holders in the event that any and all Events of Default specified in the Acceleration Notice shall have been cured, waived or otherwise remedied in accordance with Section 6.04 prior to the expiration of the period referred to in the preceding clauses (i) and (ii). In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or and/or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically 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 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 Notes by written notice to the Company and to the Trustee, may waive all past defaults Defaults and rescind and annul a such declaration of acceleration and its consequences if (xi) all existing Events of Default, other than the nonpayment non-payment of the principal of, premium, if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g7) or (h) 8) of Section 6.01 5.1 that occurs with respect to the Company Parent or any Subsidiary Guarantorthe Issuers) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e5) of Section 6.01 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 (e5) of Section 6.01 5.1 shall be remedied or cured by the Company Parent or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g7) or (h) 8) of Section 6.01 5.1 occurs with respect to the CompanyParent or the Issuers, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) by written notice to the Company Issuers and to the Trustee, may waive all past defaults (other than a payment default as described under Section 9.2(b)(6) and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (gh) or (hi) of Section 6.01 that occurs hereof with respect to the Company Company, Holdco or any Subsidiary Guarantorof its other Restricted Subsidiaries that is a Significant Subsidiary) occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the Notes, then outstanding, by written notice to the Company (and to outstanding Notes may direct the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, to declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payablepayable immediately. Upon a declaration any such declaration, the Accreted Value of accelerationthe Notes shall become due and payable immediately. However, so long as any Indebtedness permitted to be incurred pursuant to the New Credit Facility shall be outstanding, such principal of, premium, 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 not be automatically rescinded and annulled if effective until the event earlier of default triggering (i) an acceleration of any such Event of Default pursuant to clause Indebtedness under the New Credit Facility or (eii) of Section 6.01 shall be remedied or cured five Business Days after receipt by the Company or and the relevant Significant Subsidiary or waived by administrative agent under the holders New Credit Facility of written notice of such acceleration. Notwithstanding the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If foregoing, if an Event of Default specified in clause (gh) or (hi) of Section 6.01 hereof occurs with respect to the Company, Holdco or any of its other Restricted Subsidiaries that is a Significant Subsidiary, (i) the principal ofAccreted Value of all outstanding Notes shall, premiumipso facto, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable immediately without any declaration further action or other act on notice and (ii) the part of Company shall promptly notify the Trustee or any Holderof such Event of Default (although the Notes shall become due and payable immediately upon the occurrence of such Event of Default as specified in clause (i) regardless of whether the Company so notifies the Trustee). The Holders of at least a majority in principal amount aggregate Principal Amount at Maturity of the then outstanding Notes by written notice to the Company and to Trustee may on behalf of all of the Trustee, may waive all past defaults and Holders rescind and annul a declaration of an acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree and if all existing Events of a court Default (except nonpayment of competent jurisdiction.principal (or Accreted Value), interest or premium, if any, that has become due solely because of the

Acceleration. If an Event of Default (Default, other than an Event of Default specified in clause (ga default under Sections 6.01(h) or (hi) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor) Company, occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be will become immediately due and payable. In the event of If 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 automatically rescinded and annulled if the event of bankruptcy default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, of and accrued interest on the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (xi) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such the declaration of acceleration, have been cured or waived waived, and (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Except as otherwise provided in this section or Section 9.02 below, the Holders of a majority in principal amount of the outstanding Notes may, by written notice to the Trustee, waive an existing Default and its consequences. Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon. In the event of a declaration of acceleration of the Notes because an Event of Default under Section 6.01(f) 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 Section 6.01(f) shall be remedied or cured, or waived by the holders of the Debt, or the Debt 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 (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 on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. The Holders of a majority in principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes. If any Default occurs and is continuing and is known to the Trustee, the Trustee will send notice of the Default to each Holder within 90 days of the Trustee’s receipt of notice of the Default, unless the Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any note, the Trustee may withhold the notice if and so long as the Trustee in good faith determines that withholding the notice is in the interest of the Holders.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) 8) of Section 6.01 that occurs 6.1 with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by written a notice in writing to the Company (and to the Trustee if such notice is given by the 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 of all Events of Default, other than the Trustee at the request nonpayment of such Holders shall, declare the accelerated principal of, premium, if any, and accrued of or interest on the Notes to be immediately due and payable. Upon a declaration of accelerationNotes, such principal of, premium, if any, and accrued interest shall be immediately due and payablehave been cured or waived as provided in the Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default set forth described in clause (e6) of Section 6.01 6.1 has occurred and is continuing, such 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 (e6) of Section 6.01 6.1 shall be remedied or cured by the Company American Commercial Lines or the relevant Significant a Restricted Subsidiary of American Commercial Lines or waived by the holders of the relevant Indebtedness Debt within 60 days 20 Business Days after the declaration of acceleration with respect theretothereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. If an Event of Default specified in clause (g) or (h) 8) of Section 6.01 6.1 occurs with respect to the Company, the principal of, premium, if any, of and any accrued interest on the Notes then outstanding shall automatically 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 the Holders notice of at least a majority any Default (except Default in principal amount payment of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on interest) if the Notes Trustee determines that have become due solely by such declaration withholding notice is in the interests of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionHolders to do so.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(e) or (hf) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorIssuer) occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes by written notice to the Company Issuer (and to the Trustee if such in the case of a notice is given provided by the Holders), may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal of, premium, 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the 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 Holderimmediately. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) 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. (b) Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(e) or (f), all outstanding Notes will become due and payable without further action or notice. If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, as a court result of competent jurisdictionan Event of Default on or after October 15, 2020, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal the redemption price applicable with respect to an optional redemption of the Notes pursuant to Paragraph 5, in effect on the date of such acceleration as if such acceleration were an optional redemption pursuant to paragraph 5 of the Notes accelerated. If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default prior to October 15, 2020, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal 100% of the principal amount of the Notes redeemed plus the Applicable Premium in effect on the date of such acceleration, as if such acceleration were an optional redemption of the Notes pursuant to paragraph 5 of the Notes accelerated. Without limiting the generality of the foregoing, in the event the Notes are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of an Event of Default arising under Section 6.01(e) or (f), (including the acceleration of claims by operation of law)), the premium applicable with respect to an optional redemption of the Notes will also be due and payable as though the Notes were optionally redeemed 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 the Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other 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 is a material inducement to Holders to purchase the Notes. In the event of any Event of Default specified in Section 6.01(d), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, if within 30 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the requisite number of Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If Subject to Section 6.02(b), if applicable, if an Event of Default (other than excluding an Event of Default specified in clause (gSection 6.01(h) or (hSection 6.01(i) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs has occurred and is continuing under continuing, either the IndentureTrustee, by written notice to the Trustee Company, or the Holders of at least twenty five percent (25% %) in aggregate principal amount of the Notes, Securities then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request Trustee, may declare one hundred percent (100%) of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest on on, all the Notes Securities to be immediately due and payablepayable in full. Upon a declaration of accelerationsuch declaration, such the principal of, premiumand any accrued and unpaid interest on, if any, and accrued interest all Securities 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretopayable immediately. If an Event of Default specified in clause (gSection 6.01(h) or (hSection 6.01(i) of Section 6.01 occurs with respect to the CompanyCompany (and not solely with respect to one or more of its Significant Subsidiaries), one hundred percent (100%) of the principal of, premium, if any, and accrued and unpaid interest on on, all the Notes then outstanding Securities shall automatically 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 Holders of at least a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Company and to the Trustee, Trustee may waive all past defaults and rescind and or annul a declaration of an acceleration and its consequences if (x) all existing Events of Default, other than the 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 (yi) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Events of Default, except the nonpayment of principal or interest that has become due solely because of the acceleration, have been cured or waived (or are waived concurrently with such rescission or annulment) and (iii) all amounts due to the Trustee under Section 7.06 have been paid. Upon any such rescission or annulment, the Events of Default that were the subject of such acceleration shall cease to exist and deemed to have been cured for every purpose.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) 8) or (h9) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantoran Issuer) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company Issuers (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e6) 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 (e6) of Section 6.01 shall be remedied or cured by the Company relevant Issuer or the relevant Significant Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of or Default specified in clause (g) 8) or (h9) of Section 6.01 occurs with respect to the Companyan Issuer, the principal of, premium, if any, and accrued interest on the 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 Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company Issuers and to the Trustee, Trustee may waive all past defaults Defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.if:

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (g) or (h9) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by written a notice in writing to the Company (and to the Trustee if such notice is given by the Holders); provided, mayhowever, 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 rescind and annul such acceleration, if (1) the Trustee at rescission would not conflict with any judgment or decrees and (2) all existing Events of Default, other than the request non-payment of such Holders shall, declare the principal of, premiumpremium on, of any, or interest, if any, and accrued interest on the Notes to be immediately that have become due and payable. Upon a solely by such declaration of acceleration, such principal ofhave been cured or waived, premium, if any, and accrued interest shall be immediately due and payable. as provided in this Indenture. (b) In the event of a declaration of acceleration of the Notes solely because an Event of Default set forth specified in clause (e7) of Section 6.01 has occurred and is continuing, such 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 (e7) of Section 6.01 shall be remedied or cured by the Company or a Restricted Subsidiary of the relevant Significant Subsidiary Company or waived by the holders of the relevant Indebtedness Debt within 60 days 20 Business Days after the declaration of acceleration with respect thereto. thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. (c) If an Event of Default specified in clause (g) or (h9) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, of and any accrued interest on the Notes then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . (d) The Trustee may withhold from Holders notice of at least a majority any Default (except Default in principal amount payment of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on interest) if the Notes Trustee determines that have become due solely by such declaration withholding notice is in the interests of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionHolders to do so.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 6.01(g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal ofof all outstanding Notes, together with premium, if any, and all accrued and unpaid interest on the Notes thereon, to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth specified in clause (eSection 6.01(e) 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 (eSection 6.01(e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders Holders of the relevant Indebtedness within 60 30 days after the declaration of acceleration with respect theretooccurrence thereof. If an Event of Default specified in clause (gSection 6.01(g) or (h) of Section 6.01 above occurs with respect to the Parent or the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically 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 At any time after 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 Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (xi) all existing Events of Default, other than the 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 (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor6.01(a)(5)) occurs and is continuing under the Indenturecontinuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding Notes by written notice to the Company (and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest and unpaid interest, if any, and Additional Amounts, if any, on all the Notes to be immediately due and payable. Upon such a declaration of accelerationdeclaration, such principal ofprincipal, premiumpremium and accrued and unpaid interest and Additional Amounts, if any, and accrued interest shall will be immediately due and payablepayable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default set forth described in clause (eSection 6.01(a)(4) of Section 6.01 has occurred and is continuing, such 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 (eSection 6.01(a)(4) of Section 6.01 shall be remedied or cured by the Company or any of the relevant Significant Subsidiary Restricted Subsidiaries or waived by the holders of the relevant Indebtedness within 60 20 days after the declaration of acceleration with respect theretothereto and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, (b) all existing Events of Default, except non-payment of principal, premium or interest and Additional Amounts, 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 specified described in clause (gSection 6.01(a)(5) or (h) of Section 6.01 occurs with respect to the Companyand is continuing, the principal of, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, on all the Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults (except with respect to non-payment of principal, premium, interest or Additional Amounts) and rescind and annul a declaration of any such acceleration with respect to the Notes and its consequences if (x1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (2) all existing Events of Default, other than the nonpayment non-payment of the principal of, premium, if any, interest and interest Additional Amounts, if any, on the Notes that have become due solely by such declaration of acceleration, have been cured or waived waived; and (y3) the rescission would not conflict with any judgment or decree of a court of competent jurisdictionCompany has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (g) or (h9) of Section 6.01 that occurs with respect to the Company or any Subsidiary Guarantor6.01(a)) occurs and is continuing under the Indenturecontinuing, the Trustee by written notice to the Company, specifying the Event of Default, or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, outstanding applicable series of Notes by written notice to the Company (and to the Trustee if such notice is given by the Holders)Trustee, may, and the Trustee at the request of such Holders shall, declare the principal ofprincipal, premium, if any, and accrued interest and unpaid interest, if any, on all the Notes to be immediately due and payable. Upon a declaration of accelerationsuch declaration, such principal ofprincipal, premium, if any, and accrued interest shall and unpaid interest, if any, will be immediately due and payable. The Trustee shall have no obligation to accelerate the applicable series of Notes if and so long as a committee of its Responsible Officers, in good faith, determines acceleration is not in the best interest of the Holders. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the applicable series of Notes unless a written notice of such Default or Event of Default shall have been given to an officer of the Trustee with direct responsibility for the administration of the Indenture and the applicable series of Notes, by the Company or any Holder of the applicable series of Notes. (b) In the event of a declaration of acceleration because case an Event of Default set forth described in clause (e9) of Section 6.01 has occurred 6.01(a) occurs and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest and unpaid interest, if any, on all the applicable series of Notes then outstanding shall automatically will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders. (c) In the event of a declaration of acceleration of the applicable series of Notes because an Event of Default described in clause (6) of Section 6.01(a) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if: (1) the default triggering such Event of Default pursuant to clause (6) of Section 6.01(a) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto; and (2) (A) the annulment of the acceleration of the applicable series of 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, if any, or interest on the Notes that became due solely because of the acceleration of the applicable series of Notes, have been cured or waived. (d) The Holders of at least a majority in principal amount of the outstanding applicable series of Notes by written notice to the Company and to the Trustee, may waive all past defaults Events of Default (except with respect to nonpayment of principal, premium or interest) and rescind and annul a declaration any acceleration with respect to the applicable series of acceleration Notes and its consequences if (x1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the applicable series of Notes that have become due solely by such declaration of acceleration, have been cured or waived and (y3) there had been paid to or deposited with the rescission would not conflict Trustee a sum sufficient to pay all amounts due to the Trustee and to reimburse the Trustee for any and all fees, expenses and disbursements advanced by the Trustee, its agents and its counsel incurred in connection with any judgment or decree of a court of competent jurisdictionsuch Default.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorCompany) occurs and is continuing under the this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Notes, Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal Accreted Value of, premium, if any, and accrued interest interest, if any, on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal ofAccreted Value, premium, if any, and accrued interest 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal Accreted Value of, premium, if any, and accrued interest interest, if any, on the Notes then outstanding shall automatically 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 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 aggregate principal amount at maturity of the outstanding Notes by written notice to the Company and to the Trustee, Trustee may on behalf of all the Holders waive all past defaults Defaults and rescind and annul a such declaration of acceleration and its consequences if (xi) all existing Events of Default, other than the nonpayment non-payment of the principal Accreted Value of, premium, if any, and interest accrued interest, if any, on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Acceleration. If an Event (a) In the case of Default (other than an Event of Default specified in clause (g9) or (h10) of Section 6.01 that occurs hereof, with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary Guarantor) or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice (subject to applicable law). If any other Event of Default occurs and is continuing under the Indenturecontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, outstanding Notes may declare the principal of, premium, if any, and accrued interest on all the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. 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 automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect theretopayable immediately. If an Event of Default specified in clause (g) occurs and the Notes become or (h) of Section 6.01 occurs with respect to the Companyare declared due and payable, the principal ofCompany will be required to repay 100% of the Accreted Value of the Notes, premiumplus accrued and unpaid interest and Liquidated Damages, if any, and accrued interest on thereon to the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part date of the Trustee or any Holder. Event of Default. (b) The Holders of at least a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and to Trustee may, on behalf of all of the TrusteeHolders, may waive all past defaults and rescind and annul a declaration of an acceleration and its consequences if (x) all existing Events of Default, other than the 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 (y) the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived. (c) Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a court statement specifying such Default or Event of competent jurisdictionDefault.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (gSection 4.01(g) or (h4.01(h) of Section 6.01 that occurs with respect to the Company or any Subsidiary GuarantorIssuer) occurs and is continuing under the this Indenture, the Trustee or the Holders holders of at least 25% in aggregate principal amount of the NotesSecurities, as the case may be, then outstanding, by written notice to the Company Issuer (and to the Trustee if such notice is given by the Holdersholders (the "Acceleration Notice")), may, and the Trustee at the request of such Holders holders shall, declare the principal of, premium, if any, and accrued interest on the Notes all such outstanding Securities to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (eSection 4.01(e) of Section 6.01 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 clause (eSection 4.01(e) of Section 6.01 shall be remedied or cured by the Company or Issuer and/or the relevant Significant Subsidiary Subsidiaries or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (gSection 4.01(g) or (h4.01(h) of Section 6.01 occurs with respect to the CompanyIssuer, the principal of, premium, if any, and accrued interest on the Notes Securities then outstanding shall automatically ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holderholder. The Holders holders of at least a majority in principal amount of the outstanding Notes Securities, by written notice to the Company Issuer and to the Trustee, may waive all past defaults Defaults, except a Default in the payment of principal, Interest or Additional Amounts specified in Section 4.01(a) or (b) or in respect of a covenant or provision of this Indenture that cannot be modified or amended without the consent of the holder of each such outstanding Security affected, and rescind and annul a declaration of acceleration and its consequences if (xi) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes Securities that have become due solely by such declaration of acceleration, have been cured or waived and (yii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.