Common use of Acceleration Clause in Contracts

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in Section 6.1(a)(76.01(g) above with respect to the Companyand Section 6.01(h)) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes under this Indenture may declare all the unpaid principal of Notes under this Indenture to be due and payable by written notice to the Issuers (and premiumto the Trustee if such notice is given by the Holders). Upon such a declaration, such principal, premium (including Applicable Premium, if such premium would have been payable if the Issuers had issued a notice of redemption of the Notes on the date of such declaration) and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(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 Event of Default pursuant to Section 6.01(f) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, 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. ​ ​ (b) If an Event of Default described in Section 6.01(g) or Section 6.01(h) occurs and is continuing, the principal of, premium (including Applicable Premium, if such premium would have been payable if the Issuers had issued a notice of redemption of the Notes on the date of such declaration), if any) , and accrued and unpaid interest on all the Notes to will become and be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.

Acceleration. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified described in Section 6.1(a)(7clause (g) or (h) above with respect to the Company) shall occur and be continuingIssuer), the Trustee or the Holders holders of at least 25% in principal amount of the outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration, such principal and interest shall be due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” immediately. If an Event of Default specified described in Section 6.1(a)(7clause (g) or (h) above occurs with respect to the CompanyIssuer, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall will immediately become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) holders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a)the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: consequences (1i) if the rescission would not conflict with any judgment or decree; , (2ii) if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; , (3iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and , (4iv) if the Company Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (g) or (h) of Section 6.01, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice immediately. Notwithstanding the foregoing, in writing to the Company and the Trustee specifying the Event case of Default and that it is a “notice of acceleration.” If an Event of Default specified in arising under clauses (vii) and (viii) of Section 6.1(a)(7) above occurs 6.01, with respect to the CompanyCompany or any Subsidiary, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the outstanding Notes shall become immediately due and payable without any declaration further action or other act on the part notice. Holders of the Trustee Notes may not enforce this Indenture or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes except as described provided in Section 6.2(a)this Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may rescind and cancel such declaration and direct the Trustee in its consequences: (1) if exercise of any trust or power. The Trustee may withhold from Holders of the rescission would not conflict with Notes notice of any judgment continuing Default or decree; (2) if all existing Events Event of Default have been cured (except a Default or waived, except nonpayment Event of Default relating to the payment of principal or premium, if any, or interest or Liquidated Damages, if any) if it determines that has become due solely because withholding notice is in their interest. 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 acceleration; (3) 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 the optional redemption provisions of this Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the payment acceleration of such interest is lawfulthe Notes. If an Event of Default occurs prior to September 1, interest 2002 by reason of any willful action (or inaction) taken (or not taken) by or on overdue installments behalf of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid with the Trustee its reasonable compensation intention of avoiding the prohibition on redemption of the Notes prior to September 1, 2002, then the premium specified below shall also become immediately due and reimbursed payable to the Trustee for its reasonable expenses (including extent permitted by law upon the fees and expenses acceleration of its counsel), disbursements and advancesthe Notes during the twelve-month period ending immediately prior to September 1 of the years indicated below. No rescission shall affect any subsequent Default or impair any rights relating thereto.Year Percentage 1997 114.4377% 1998 112.8335% 1999 111.2293% 2000 109.6251% 2001 108.0209% 2002 106.4167%

Acceleration. (a) If In the case of an Event of Default pursuant to clause (9) of Section 6.01 hereof, with respect to OPTI or any of OPTI’s Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of OPTI, all outstanding Notes shall become due and payable immediately without further action or notice. If any other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable immediately by notice in writing to the Company and the Trustee OPTI specifying the Event of Default and that it is a “notice Default. Upon receipt of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Companyany such declaration by OPTI, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration annul an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration; ) have been cured or waived. In the case of any Event of Default occurring by reason of any willful action (3or inaction) taken (or not taken) by or on behalf of OPTI with the intention of avoiding payment of the premium that OPTI would have had to pay if OPTI then had elected to redeem the Notes pursuant to Section 3.08 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 payment Notes to the contrary notwithstanding. If an Event of such interest is lawfulDefault occurs prior to December 15, interest 2010 by reason of any willful action (or inaction) taken (or not taken) by or on overdue installments behalf of interest OPTI with the intention of avoiding the prohibition on redemption of the Notes prior to December 15, 2010, then, upon acceleration of the Notes, an additional premium shall also become and overdue principal, which has become be immediately due otherwise than by such declaration of acceleration, has been paid; and (4and payable in an amount provided under Section 3.08(c) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating theretohereof.

Acceleration. (a) If an Event of Default (Default, other than an Event of a Bankruptcy Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur , occurs and be continuingis continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of outstanding the Notes may then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is payable. Upon a “notice declaration of acceleration.” , such principal and interest will become immediately due and payable. If an Event of a Bankruptcy Default specified in Section 6.1(a)(7) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to . Notwithstanding the Notes as described in Section 6.2(a)foregoing, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid so elects, the Trustee its reasonable compensation sole remedy of the Holders for (x) a failure to comply with any obligations that the Company may have or may be deemed to have pursuant to Section 314(a)(1) of the TIA or (y) the Company’s failure to comply with Section 4.04, will for the first 240 days after the occurrence of such failure consist exclusively of the right to receive additional interest on the Notes at a rate per annum: equal to (i) 0.25% for the first 150 days after the occurrence of such failure (which 150th day will be the 90th day after written notice of such failure to comply is provided as set forth above) and reimbursed (ii) 0.50% from the Trustee for its reasonable expenses 151st day to, and including, the 240th day after the occurrence of such failure (“Additional Interest”). Additional Interest will accrue on all outstanding Notes from and including the fees date on which such failure first occurs until such violation is cured or waived and expenses shall be payable on each relevant Interest Payment Date to Holders of its counselrecord on the Regular Record Date immediately preceding such Interest Payment Date. On the 241st day after such failure (if such violation is not cured or waived prior to such 241st day), disbursements such failure will then constitute an Event of Default without any further notice or lapse of time and advancesthe Notes will be subject to acceleration as provided above. No rescission Unless the context requires otherwise, all references to “interest” contained herein shall affect any subsequent Default or impair any rights relating theretobe deemed to include Additional Interest.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in clause (i) or (j) of Section 6.1(a)(7) above 6.01 hereof with respect to the CompanyIssuers, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to immediately. Upon any such declaration, the Company Notes shall become due and payable immediately. Notwithstanding the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If foregoing, if an Event of Default specified in clause (i) or (j) of Section 6.1(a)(7) above 6.01 hereof occurs with respect to either of the CompanyIssuers, then the unpaid principal any Restricted Subsidiary that is a Significant Subsidiary or any group of (and premiumSubsidiaries that, if any) and accrued and unpaid interest on taken as a whole, would constitute a Significant Subsidiary, all the outstanding Notes shall become immediately be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the notice. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of all of the Holders of the Notes rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, (except nonpayment of principal principal, Interest, premium or interest Liquidated Damages, if any, that has become due solely because of the acceleration; ) have been cured or waived. Notwithstanding the foregoing, the Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the Notes. If an Event of Default occurs by reason of any willful action (3or inaction) taken (or not taken) by or on behalf of the Issuers with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to Section 3.07(a) hereof, then upon acceleration of the Notes, an equivalent premium to the premium that the Issuers would have had to pay pursuant to Section 3.07(a) hereof, shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the payment Notes to the contrary notwithstanding. If an Event of such interest is lawfulDefault occurs prior to August 1, interest 2003, by reason of any willful action (or inaction) taken (or not taken) by or on overdue installments behalf of interest the Issuers with the intention of avoiding the prohibition on redemption of the Notes prior to August 1, 2003, then the premium specified in this Indenture shall also become immediately due and overdue principal, which has become due otherwise than payable to the extent permitted by such declaration law upon the acceleration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating theretoNotes.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to immediately. Notwithstanding the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If foregoing, if an Event of Default specified in clause (viii) or (ix) of Section 6.1(a)(7) above 6.01 hereof occurs with respect to the Company, then the unpaid principal any of (and premiumits Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, if any) and accrued and unpaid interest on taken as a whole, would constitute a Significant Subsidiary, all the outstanding Notes shall become immediately be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, (except nonpayment of principal principal, interest or interest premium 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 (3or 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 payment Notes to the contrary notwithstanding. If an Event of such interest is lawfulDefault occurs prior to May 15, interest 2003 by reason of any willful action (or inaction) taken (or not taken) by or on overdue installments behalf of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid with the Trustee its reasonable compensation 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 reimbursed be immediately due and payable in an amount, for each of the Trustee years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for its reasonable expenses (including the fees and expenses provisions of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.this sentence): YEAR PERCENTAGE ---- ---------- 1998.......................... 109.625% 1999.......................... 108.662% 2000.......................... 107.700% 60 2001.......................... 106.738% 2002.......................... 105.775%

Acceleration. (a) If In the case of an Event of Default (arising under Section 6.1(7) hereof, the principal of, premium, if any, accrued and unpaid interest, if any, and Additional Amounts, if any, on all the Notes shall become will become due and payable immediately without further action or notice. If any other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur occurs and be is continuing, the Trustee (upon request of Holders of at least 25% in principal amount of the Notes then outstanding) shall by notice in writing to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying Trustee, declare all Notes to be due and payable, and any such notice shall specify the respective Event of Default and that it such notice is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to (the Company“Acceleration Notice”), then and the unpaid principal of (and of, premium, if any) and , accrued and unpaid interest interest, if any, and Additional Amounts, if any, on all the Notes shall become immediately due and payable payable. In the event of any Event of Default specified in Section 6.1(5) relating to Indebtedness under securities, such Event of Default and all consequences thereof (including, without limitation, any acceleration or resulting payment default) shall be annulled, waived and rescinded automatically and without any declaration or other act on the part of action by the Trustee or any Holder. the Holders, if within 30 days after such Event of Default arose, (bx) At any time after a declaration the Indebtedness or guarantee that is the basis for such Event of acceleration with respect Default has been discharged, (y) the creditors on such Indebtedness have rescinded or waived the acceleration, notice or action, as the case may be, giving rise to the Notes as described in Section 6.2(a), the Holders such Event of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: Default or (1z) if the rescission would not conflict with any judgment or decree; (2) if all existing Events default that is the basis for such Event of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating theretocured.

Acceleration. (a) If an any Event of Default (other than an Event those of Default specified the type in clause ‎(g) or ‎(h) of Section 6.1(a)(7) above 7.01 with respect to the CompanyCompany or, prior to the Fall-Away Event, Parent) shall occur occurs and be is continuing, 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 then outstanding Notes may may, declare the unpaid principal of (all the Notes, together with all accrued and unpaid interest, premium, if any) and accrued and unpaid interest on all the Notes , to be immediately due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it such notice is a “notice of acceleration, and the same shall become immediately due and payable.” (b) If an Event of Default specified of the type referred to in clause ‎(g) or ‎(h) of Section 6.1(a)(7) above 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, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall ipso facto become immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. (bc) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes rescind and cancel such declaration any acceleration and its consequences: consequences with respect to the Notes; provided (1i) if the such rescission would not conflict with any judgment of a court of competent jurisdiction and (ii) all sums paid or decree;advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel have been paid. (2d) 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 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 (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default 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, except nonpayment of principal then at the time such Initial Default is cured, such Default for a failure to report or interest failure to deliver a required certificate in connection with another default that has become due resulted solely because of that Initial Default shall also be cured without any further action. Any Default or Event of Default for the acceleration; (3) failure to comply with the extent 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 payment delivery of any such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than report required by such declaration of accelerationcovenant or such notice or certificate, has been paid; and (4) if as applicable, even though such delivery is not within the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating theretoprescribed period specified in this Indenture.

Acceleration. If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise): (i) the Issuers default in the payment of any principal of or Yield-Maintenance Amount payable with respect to any Note or any fee that may be due in connection with any of the matters specified in paragraph 11B(ii)(C) when the same shall become due, either by the terms thereof or otherwise as herein provided; or (ii) the Issuers default in the payment of any interest on any Note for more than 3 Business Days after the date due; or (iii) (A) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Existing Note Purchase Agreement or the Prudential NPA beyond any period of grace provided with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in such agreements (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such obligation to become due prior to any stated maturity, or any such obligation shall be declared to be due and payable, or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or (B) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on Indebtedness or any Capitalized Lease Obligation, any obligation under a conditional sale or other title retention agreement, any obligation issued or assumed as full or partial payment for property whether or not secured by a purchase money mortgage or any obligation under notes payable or drafts accepted representing extensions of credit (other than, in each case in this paragraph 7A(iii)(B), (x) the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Existing Note Purchase Agreement and the Prudential NPA, which are addressed in paragraph 7A(iii)(A), and (y)[ any] Indebtedness, Capitalized Lease Obligations [or]and other [obligation] obligations in an aggregate principal amount that does not exceed [$20,000,000]two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered) beyond any period of grace provided with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in any agreement under which any such obligation is created (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such obligation to become due prior to any stated maturity, or any such obligation shall be declared to be due and payable; or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or (iv) any representation or warranty made by or on behalf of any Obligor or by any officer of any Obligor herein or in any other Financing Document or other writing furnished in connection with or pursuant to this Agreement or the transactions contemplated hereby shall be false in any material respect on the date as of which made; or (v) the Issuers fail to perform or observe any agreement contained in paragraph 6 or paragraphs 5A, 5D (solely with respect to either Issuer’s existence), 5J(a) or 5O; or (vi) the Company or any other Obligor fails to perform or observe any other agreement, term or condition contained herein or in any other Financing Document and such failure shall not be remedied within 30 days after the earlier of (A) any Responsible Officer obtaining actual knowledge thereof or (B) notice thereof being given to the Issuers by any Purchaser; or (vii) the Company or any Subsidiary makes an assignment for the benefit of creditors or is generally not paying its debts as such debts become due; or (viii) any decree or order for relief in respect of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary is entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law, whether now or hereafter in effect (herein called the “Bankruptcy Law”), of any jurisdiction; or (ix) the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or of any substantial part of the assets of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or commences a voluntary case under the Bankruptcy Law of the United States or any proceedings relating to the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary under the Bankruptcy Law of any other jurisdiction; or (x) any such petition or application is filed, or any such proceedings are commenced, against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and the Company, such Material Subsidiary or such Subsidiary (as applicable) by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or decree remains unstayed and in effect for more than 60 days; or (xi) any order, judgment or decree is entered in any proceedings against the Company decreeing the dissolution of the Company and such order, judgment or decree remains unstayed and in effect for more than 60 days; or (xii) any order, judgment or decree is entered in any proceedings against the Company or any Subsidiary decreeing a split-up of the Company or such Subsidiary which requires the divestiture of assets representing a substantial part, or the divestiture of the stock of a Subsidiary whose assets represent a substantial part, of the consolidated assets of the Company and its Subsidiaries (determined in accordance with GAAP) or which requires the divestiture of assets, or stock of a Subsidiary, which shall have contributed a substantial part of the consolidated net income of the Company and its Subsidiaries (determined in accordance with GAAP) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than 60 days ( as used in this clause (xii), “substantial” shall mean in excess of 20% of consolidated assets or consolidated net income, as the case may be); or (xiii) any one or more judgments or orders in an aggregate amount in excess of[ $20,000,000,], as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered, to the extent such judgments or orders are not covered by insurance for which coverage has been acknowledged by the insurance carrier, are rendered against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and either (a) If enforcement proceedings have been commenced by any creditor upon any such judgments or orders or (b) within 30 days after entry thereof, any such judgments or orders are not discharged or execution thereof stayed pending appeal, or within 30 days after the expiration of any such stay, any such judgments or orders are not discharged; or (xiv) (A) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (B) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of such proceedings, (C) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed[ $20,000,000,], as of any date of determination, an Event amount equal to two percent (2.0%) of Default the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered, (D) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (E) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (F) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (A) through (F) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or (xv) a Change in Control shall occur or exist; or (xvi) any provision of the Subsidiary Guarantee Agreement shall for any reason cease to be valid and binding on, or enforceable against any Subsidiary Guarantor, or any Subsidiary Guarantor or other Obligor shall so state in writing, or any Subsidiary Guarantor shall seek to terminate its Guarantee under the Subsidiary Guarantee Agreement; (xvii) any other Financing Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of Notes and all other amounts owing under the Financing Documents, ceases to be in full force and effect; or any Obligor or any other Person contests in any manner the validity or enforceability of any Financing Document; or any Obligor denies that it has any or further liability or obligation under any Financing Document, or purports to revoke, terminate or rescind any Financing Document, or an event of default occurs under any Financing Document, other than this Agreement (after giving effect to any applicable grace period); (a) if such event is an Event of Default specified in Section 6.1(a)(7clause (i) above with respect to the Companyor (ii) shall occur and be continuingof this paragraph 7A, the Trustee holder of any Note (other than the Obligors or any of their Subsidiaries or Affiliates) may at its option during the Holders continuance of at least 25% in principal amount such Event of outstanding Notes may declare the unpaid principal of (and premiumDefault, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company Issuers, declare such Note to be, and the Trustee specifying the Event of Default such Note shall thereupon be and that it is a “become, immediately due and payable at par, together with interest accrued thereon, without presentment, demand, protest or other notice of acceleration.” If any kind, all of which are hereby waived by the Issuers, (b) if such event is an Event of Default specified in Section 6.1(a)(7clause (viii), (ix) above occurs or (x) of this paragraph 7A with respect to the Companyany Obligor, then the unpaid principal all of (and premium, if any) and accrued and unpaid interest on all the Notes at the time outstanding shall automatically become immediately due and payable without any declaration or other act on payable, together with interest accrued thereon and the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Notes as Issuers, on behalf of themselves and the other Obligors, and (c) with respect to any event constituting an Event of Default (including an event described in Section 6.2(aclause (a), above), the Holders of a majority Required Holder(s) may at its or their option, by notice in principal amount writing to the Issuers, declare all of the Notes may rescind to be, and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; Notes shall thereupon be and become, immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuers. The Issuers acknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Issuers (3except as herein specifically provided for) to and that the extent the provision for payment of the Yield-Maintenance Amount by the Issuers in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by right under such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating theretocircumstances.

Acceleration. (a) If an Event of Default (other than an Event of Default as specified in Section 6.1(a)(76.01(8) or (9) above with respect to the Company) shall occur and be continuingcontinuing with respect to this Indenture, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare the all unpaid principal of (of, and premiumaccrued interest, if any) and accrued and unpaid interest , on all the Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee specifying if given by the Event Holders) and upon any such declaration, such principal of, and accrued interest, if any, on the Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and that it is a “reported publicly or to Holders, more than two years prior to such notice of acceleration.” Default. If an Event of Default specified in Section 6.1(a)(76.01(8) or (9) above occurs with respect to the CompanyCompany occurs and is continuing, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall ipso facto become immediately due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any HolderHolder of Notes. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate judicial proceedings. (b) At any time after After a declaration of acceleration with respect to acceleration, but before a judgment or decree for payment of the Notes as described in Section 6.2(a)money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Notes Company and the Trustee, may rescind and cancel annul such declaration and its consequencesconsequences if: (1) 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, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (D) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; (2) the rescission would not conflict with any judgment or decree; (2) if all existing Events decree of Default have been cured or waived, except nonpayment a court of principal or interest that has become due solely because of the acceleration;competent jurisdiction; and (3) to all Events of Default, other than the extent the non-payment of such interest is lawfulprincipal of, premium, if any, and interest on overdue installments of interest and overdue principal, the Notes which has have become due otherwise than solely by such declaration of acceleration, has have been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advancescured or waived as provided in this Indenture. No such rescission shall affect any subsequent Default default or impair any rights right consequent thereon. (c) If an Event of Default specified in Section 6.01(5) above 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 shall have been repaid or (ii) if the default relating theretoto such Indebtedness is waived or cured and if such Indebtedness shall have been accelerated, the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (j) or (k) of Section 6.1(a)(79.1) above with respect to the Company) shall occur occurs and be is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes may declare the unpaid principal of (and premiummay, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying Trustee, declare all unpaid principal and accrued and unpaid interest, Contingent Interest, if any, and Liquidated Damages, if any, to the Event date of Default acceleration on the Securities then outstanding (if not then due and that it is a “notice of acceleration.” payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in clause (j) or (k) of Section 6.1(a)(7) above occurs with respect to the Company9.1 occurs, then the all unpaid principal of (and premium, if any) the Securities then outstanding and accrued and unpaid interest on all the Notes interest, Contingent Interest, if any, and Liquidated Damages, if any, 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. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the . The Holders of a majority in aggregate principal amount of the Notes Securities then outstanding by notice to the Trustee may rescind and cancel such declaration rescind, on behalf of all Holders, an acceleration and its consequences: consequences if (1a) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default Default, other than the nonpayment of the principal, interest, Contingent Interest, if any, and Liquidated Damages, if any, which has become due solely by such declaration of acceleration, have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; ; (3b) to the extent the payment of such interest is lawful, interest (calculated at the rate of 1% per annum above the then applicable rate borne by the Securities) on overdue installments of interest interest, Contingent Interest, if any, and Liquidated Damages, if any, and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4c) if the Company has paid rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to the Trustee its reasonable compensation and reimbursed the any predecessor Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advancesunder Section 10.7 have been made. No such rescission shall affect any subsequent Default default or impair any rights relating right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(76.01(a)(v) above with respect to the Company) shall occur have occurred and be continuingcontinuing and is known to the Trustee, the Trustee Trustee, by written notice to the Company, or the Holders of at least not less than 25% in principal amount aggregate Principal Amount of outstanding Notes the then Outstanding Securities of that series, by written notice to the Company and the Trustee, may declare the unpaid principal of (and premium, if any) and any accrued and unpaid interest on all the Notes Securities of the affected series to be immediately due and payable by payable. Any such notice in writing to the Company and the Trustee specifying shall specify the Event of Default and that it is a “notice Notice of accelerationAcceleration.” If an Event of Default specified in Section 6.1(a)(76.01(a)(v) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes Securities shall ipso facto become immediately due and payable without any declaration further notice or other act action on the part of the Trustee or any Holder. (b) At any time after such a declaration of acceleration with respect to the Notes Securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as described hereinafter in Section 6.2(a)this Article VI provided, the Holders of a majority in principal amount Principal Amount of the Notes Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and cancel annul such declaration and its consequencesconsequences if (i) the Company has paid or deposited with the Trustee a sum sufficient to pay: (1A) if all overdue interest on all of the rescission would not conflict with any judgment or decreeSecurities of that series; (2B) the principal of (and premium, if all existing Events any, on) Securities of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, series which has become due otherwise than by such declaration of accelerationacceleration and any interest thereon at the rate or rates prescribed therefor in the Securities of that series; (C) to the extent that payment of such interest is lawful, has been paidinterest upon overdue interest at the rate or rates prescribed therefor in the Securities of that series; and (4D) if the Company has all sums paid or advanced by the Trustee its hereunder and the reasonable compensation compensation, expenses, disbursements, and reimbursed advances of the Trustee for and its reasonable expenses agents and counsel and (including ii) all Events of Default with respect to the fees and expenses Securities of its counsel)that series, disbursements and advancesother than the non-payment of the principal of the Securities of that series which have 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 rights relating thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the CompanyCompany or the Guarantor specified in clause (8) or (9) shall occur of Section 8.1) occurs and be is continuing, the Trustee may, by notice to the Company and the Guarantor or the Holders of at least 25% in principal amount aggregate Principal Amount of the Securities then outstanding Notes may may, by notice to the Company, the Guarantor and the Trustee, declare the all unpaid principal of of, plus interest (and premiumincluding Additional Interest, if any) and accrued and unpaid interest on through the date of such declaration on, all the Notes Securities then outstanding to be due and payable upon any such declaration, and the same shall thereupon become and be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” payable. If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the CompanyCompany or the Guarantor specified in clause (8) or (9) of Section 8.1 occurs, then the all unpaid principal of of, plus accrued and unpaid interest (and premiumincluding Additional Interest, if any) and accrued and unpaid interest on on, all the Notes Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the . The Holders of a majority in principal amount aggregate Principal Amount of the Notes Securities then outstanding, or the Holders originally causing the acceleration by notice to the Trustee, may rescind and cancel such declaration an acceleration of Securities and its consequences: consequences before a judgment or decree for the payment of money has been obtained by the Trustee if (1a) if the rescission would not conflict with any judgment existing order or decree; , (2b) if all existing Events of Default have been cured or waivedDefault, except other than the nonpayment of the principal or of, plus accrued and unpaid interest on, the Securities that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has have been paid; and cured or waived and (4c) if the Company has paid all payments due to the Trustee its reasonable compensation and reimbursed the any predecessor Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advancesunder Section 9.6 have been made. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in principal amount of outstanding Outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “"notice of acceleration.” " If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(athe preceding paragraph (a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)expenses, disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clauses (5) and (6) of Section 6.1(a)(76.01) above with respect to the Company) shall occur Parent or the Issuer occurs and be is continuing, then and in every such case, unless the principal of all the Notes have already become due and payable, either the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Notes may declare the unpaid principal of (and of, premium, if any) , and accrued and unpaid interest on all the Notes to be due and payable immediately by a notice in writing to the Issuer (and to the Trustee if given by such Holders). Upon such declaration, such principal, premium, if any, and accrued and unpaid interest, if any, will be due and payable. (b) If, at any time after the principal amount of the Notes shall have been so declared to be immediately due and payable payable, and before any judgment or decree for the payment of the moneys due on account of such declaration shall have been obtained or entered, all defaults under this Indenture, other than the nonpayment of principal of or premium, if any, or accrued interest on the Notes which shall have become due by acceleration shall have been remedied—then and in every such case the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice in writing to the Company Issuer and to the Trustee, may waive all defaults and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend or shall, affect any subsequent default, or shall impair any right consequent thereon. (c) The Trustee may withhold from Holders notice of any Default (except any Default in the payment of principal of, premium, if any, or interest on the Notes) if the Trustee specifying determines that withholding notice is in the Event interests of Default and that it is a “notice of accelerationsuch Holders to do so.” If (d) In case an Event of Default specified described in clauses (5) or (6) of Section 6.1(a)(7) above occurs 6.01 with respect to the CompanyParent or the Issuer occurs, then the unpaid principal of (and of, premium, if any) , and accrued and unpaid interest interest, if any, on all the then outstanding Notes shall will ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (7) or (8) of Section 6.1(a)(7) above 6.1 with respect to the CompanyCompany or the Issuer) shall occur occurs and be is continuing, the Trustee by notice to the Issuer or the Holders of at least 2530% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the unpaid principal of (and of, premium, if any) , and accrued and unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable by notice in writing to immediately. In the Company and event of a declaration of acceleration of the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If Notes because an Event of Default specified in clause (4) of Section 6.1(a)(76.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (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; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above occurs with respect to the CompanyCompany or the Issuer occurs and is continuing, then the unpaid principal of (and of, premium, if any) , and accrued and unpaid interest on all the Notes shall will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(76.01(f) above or (g) with respect to either of the CompanyIssuers or a Significant Subsidiary) shall occur occurs and be is continuing, the Trustee or the upon written request of Holders of at least 25% in principal amount of outstanding Notes may Securities, by notice to the Issuers shall declare that the unpaid principal of (and of, premium, if any) , and accrued and but unpaid interest on all the Securities is due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuers and the Representative under the Credit Agreement and the trustee for the Second Lien Notes to and (ii) the day on which any Bank Indebtedness or Indebtedness represented by the Second Lien Notes is accelerated. Upon such a declaration, such principal and interest shall be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” immediately. If an Event of Default specified in Section 6.1(a)(76.01(f) above occurs or (g) with respect to either of the CompanyIssuers or a Significant Subsidiary occurs, then the unpaid principal of (and of, premium, if any) , and accrued and unpaid interest on all the Notes Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders. The Holders of a majority in principal amount of the Notes Securities by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur occurs and be is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately, together with all accrued and unpaid principal of (interest, Additional Interest, if any, and premium, if any) and accrued and unpaid interest on all , thereon. Notwithstanding the Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If preceding, if an Event of Default specified in clause (i) or (j) of Section 6.1(a)(7) above 6.01 hereof occurs with respect to the Company, then Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes shall become due and payable without further action or notice, together with all accrued and unpaid principal of (interest, Additional Interest, if any, and premium, if any) and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the thereon. The Holders of a majority in principal amount of the then outstanding Notes by notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, (except with respect to nonpayment of principal principal, interest, premium or interest Additional Interest, if any, that has have become due solely because of the acceleration; ) have been cured or waived. If an Event of Default occurs by reason of any willful action (3or inaction) taken (or not taken) by or on behalf of an Issuer with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to Section 3.07(a) hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the payment acceleration of such interest is lawfulthe Notes. If an Event of Default occurs prior to March 1, interest 2011 by reason of any willful action (or inaction) taken (or not taken) by or on overdue installments behalf of interest an Issuer with the intention of avoiding the prohibition on redemption of the Notes prior to that date, then the premium specified in Section 3.07(a) with respect to the first year that the Notes may be redeemed at the Issuers’ option pursuant to Section 3.07(a) will also become immediately due and overdue principal, which has become due otherwise than payable to the extent permitted by such declaration law upon the acceleration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating theretoNotes.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(76.01(5) or Section 6.01(6) above with respect to occurs and is continuing, then all unpaid principal of, premium, if any, and accrued and unpaid interest on all of the Company) outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. If any other Event of Default shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes Securities under this Indenture may declare the unpaid principal of (and of, premium, if any) , and accrued and unpaid interest on all the Notes Securities to be immediately due and payable by notice in writing to the Company and and, if given by Holders, to the Trustee specifying the respective Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to (the Company“Acceleration Notice”), then and the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes same shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) payable. At any time after a declaration of acceleration with respect to the Notes Securities as described in Section 6.2(a)the two preceding paragraphs, the Holders of a majority in principal amount of the Notes then outstanding Securities may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)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(5) or Section 6.01(6), if the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any rights relating right consequent thereto.

Acceleration. (a) If an Event In the case of Default (other than an Event of Default specified in clause (viii) and (ix) of Section 6.1(a)(7) above with respect to the Company) shall occur 11(a), all outstanding Notes will become due and be 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 principal amount of the then outstanding Notes ("Accelerating Holders") may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the respective Event of Default. At any time after a declaration of acceleration under this Agreement, but before a judgment or decree for payment of the money due has been obtained by the Holders, the Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Company, may rescind such declaration and its consequences if: (i) the Company has paid to the Holders (1) all overdue interest on all Notes, (2) all unpaid principal of (and premium, if any, on) and accrued and unpaid interest on all the any outstanding Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (3) to the extent that payment of such interest is lawful, interest upon overdue interest and overdue principal at the rate borne by the Notes; and (ii) all Events of Default, other than the non-payment of amounts of principal of (or premium, if any, on) or interest on the Notes that have become due solely by such declaration of acceleration, has have been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advancescured or waived. No such rescission shall will affect any subsequent Default default or impair any rights relating theretoright consequent thereon. Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Notes because an Event of Default specified in Section 11(a)(v) shall have occurred and be continuing and provided no judgment or decree for payment of the money due has been obtained by the Holders, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Holders by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Notes, and no other Event of Default has occurred during such 30-day period which has not been cured or waived during such period.

Acceleration. (a) If an Event In the case of Default (other than an Event of Default specified in clause (viii) or (ix) of Section 6.1(a)(7) above 6.01 with respect to the Company) , any Guarantor that is not an Insignificant Subsidiary or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary), all outstanding Notes shall occur become due and be 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 principal amount of the then outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be outstanding, that acceleration shall not be effective until the earlier of (i) an acceleration of Indebtedness under the Credit Agreement; and (ii) five Business Days after receipt by the Issuers and the agent under the Credit Agreement of written notice of the acceleration of the Notes. (b) 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 Issuers with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant Section 3.07, an equivalent premium shall also become and be immediately due and payable by notice in writing to the Company and extent permitted by law upon the Trustee specifying the Event acceleration of Default and that it is a “notice of acceleration.” such Notes. 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 Issuers with the intention of avoiding the prohibition on redemption of such Notes, then the premium specified in Section 6.1(a)(73.07(c) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall also become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent permitted by law upon the payment acceleration of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating theretoNotes.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(7Sections 6.01(f) above with respect to the Companyor (g)) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of outstanding Notes may declare the unpaid principal of (and Accreted Value of, premium, if any) , and accrued interest on, and unpaid interest on Accreted Value of, all the Notes to be immediately due and payable immediately by notice in writing to the Company Issuer (and if given by the Trustee Holders, the Trustee) specifying the Event respective Events of Default and that it is a “"notice of acceleration.” " Upon such notice of acceleration, the Accreted Value of and accrued and unpaid interest, if any, on, and Accreted Value of, the outstanding Notes shall become due and payable. If an Event of Default specified in Section 6.1(a)(76.01(f) or (g) above occurs with respect to the CompanyIssuer occurs and is continuing, then the all unpaid principal of (and of, premium, if any) , and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . In the event of an acceleration declaration of the Notes because an Event of Default described in Section 6.01(d) has occurred and is continuing, the acceleration declaration shall be automatically annulled if the payment default or other default triggering such Event of Default pursuant to Section 6.01(d) shall be remedied or cured by the Issuer or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the acceleration declaration with respect thereto and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a)the preceding paragraph, the Holders of a majority in principal amount at maturity of the then outstanding Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and; (4) if the Company Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in Sections 6.01(f) or (g), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any rights relating right consequent thereto. The Holders of a majority in principal amount at maturity of the then outstanding Notes may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any Notes. The Issuer is required to provide an Officers' Certificate to the Trustee promptly upon the Issuer obtaining knowledge of any Default or Event of Default (provided that the Issuer shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Acceleration. (a) If an Event of Default (other than an Event of Default specified the type described in Section 6.1(a)(76.01(6) above or (7) occurs with respect to the Company) shall occur Company and be is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes (including any Additional Notes subsequently issued under this Indenture) will become immediately due and payable without further action or notice. If any other Event of Default occurs and is continuing, then the Trustee or the Holders of at least 25% in principal amount of outstanding Notes (including any Additional Notes subsequently issued under this Indenture) may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing (the “Acceleration Notice”) to the Company and the Trustee specifying the Event of Default and Trustee, which notice must also specify that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.” (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a6.02(a), the Holders of a majority in principal amount of the Notes (including any Additional Notes) may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)expenses, disbursements and advances; or (5) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(6) or (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 rights relating right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in arising under Section 6.1(a)(76.01(6) above or (7) with respect to the Company) shall occur occurs and be is continuing, the Trustee by notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes then outstanding may by written notice to the Company and the Trustee declare to be immediately due and payable by notice in writing to the Company and entire principal amount of all the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company, Notes then the unpaid principal of (and premium, if any) and outstanding plus accrued and unpaid interest on all to the Notes date of acceleration and (i) such amounts shall become immediately due and payable without or (ii) if there are any declaration amounts outstanding under or other act on the part in respect of the Trustee Senior Credit Facility, such amounts shall become due and payable upon the first to occur of an acceleration under or any Holder. (b) At any time in respect of the Senior Credit Facility or five Business Days after receipt by the Company and the Representative of notice of the acceleration of the Notes; provided, however, that after such acceleration but before a declaration of judgement or decree based on such acceleration with respect to is obtained by the Notes as described in Section 6.2(a)Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and cancel annul such declaration acceleration and its consequences: consequences if (1i) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waivedDefault, except other than the nonpayment of principal accelerated principal, premium, if any, or interest that has become due solely because of the acceleration; , have been cured or waived, (3ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and paid and (4iii) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advancesrescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto. In case an Event of Default specified in Section 6.01(6) or (7) with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Notes.

Acceleration. (a) If Upon the occurrence of an Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur and be continuing, the Trustee or may, and upon the Holders written request of at least the holders of not less than 25% in aggregate principal amount of Bonds then outstanding Notes may shall, by notice in writing delivered to the Issuer and the Company, declare the unpaid principal of (all Bonds then outstanding and premium, if any) the interest accrued thereon immediately due and accrued payable; and unpaid such principal and interest on all the Notes to shall thereupon become and be immediately due and payable by notice in writing to payable. If after the Company principal of the Bonds and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect accrued interest thereon have been so declared to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall become immediately be due and payable without any declaration or other act on the part payable, all arrears of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders of a majority in principal amount of the Notes may rescind interest and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest (if lawful) and overdue principalthe principal and premium, if any, on all Bonds then outstanding which has shall have become due and payable otherwise than by acceleration and all other sums payable under this Indenture or upon the Bonds, except the principal of, and interest on, the Bonds which by such declaration shall have become due and payable, are paid by the Issuer, and the Issuer also performs all other things in respect of accelerationwhich it may have been in default hereunder and pays the reasonable charges of the Trustee, has been paid; and (4) if the Company has paid Bondholders and any trustee appointed under law, including the Trustee's reasonable attorneys' fees, then, and in every such case, the Trustee shall annul such declaration and its reasonable compensation consequences, and reimbursed the Trustee for its reasonable expenses (including the fees and expenses such annulment shall be binding upon all holders of its counsel), disbursements and advances. No rescission Bonds issued hereunder; but no such annulment shall extend to or affect any subsequent Default default or impair any rights relating theretoright or remedy consequent thereon. The Trustee shall forward a copy of any such annulment notice pursuant to this paragraph to the Issuer and the Company.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (7) or (8) of Section 6.1(a)(7) above 6.1 with respect to the Company) shall occur occurs and be is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the outstanding Notes by written notice to the Company and the Trustee, may declare the unpaid principal of (and of, premium, if any) , and accrued and unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable by notice in writing to immediately. In the Company and event of a declaration of acceleration of the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If Notes because an Event of Default specified in clause (4) of Section 6.1(a)(76.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (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; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above occurs with respect to the CompanyCompany occurs and is continuing, then the unpaid principal of (and of, premium, if any) , and accrued and unpaid interest on all the Notes shall will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.

Acceleration. (a) If an Event In the case of Default (other than an Event of Default specified in clause (5) or (6) of Section 6.1(a)(7) above with respect to the Company) shall occur 6.01 hereof occurs and be is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes will become immediately due and payable without further action or notice. If any other Event of Default occurs and is continuing, then the Trustee by notice in writing to Venator or the Issuers or the Holders of at least 25% in principal amount of outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing (the “Acceleration Notice”) to Venator or the Company Issuers and the Trustee specifying the Event of Default and Trustee, which notice must also specify that it is a “notice of acceleration.” If an Event Upon any such declaration of Default specified in Section 6.1(a)(7) above occurs with respect to the Companyacceleration, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) payable. At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a)the preceding paragraph, the Holders of a majority in principal amount of the outstanding Notes may rescind and cancel such declaration and its consequences: (1a) if the rescission would not conflict with any judgment or decree; (2b) if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3c) 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; (d) if the Issuers have paid the Trustee all amounts it is owed under this Indenture; and (e) in the event of the cure or waiver of an Event of Default specified in clause (4) if the Company has paid of Section 6.01 hereof; provided that the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses shall have received an Officers’ Certificate that such Event of its counsel), disbursements and advancesDefault has been cured or waived. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto.

Acceleration. (a) If an Event of Default occurs under Section 6(a)(viii) or (ix), then the outstanding principal of, all accrued interest on this Note, and any other than an amounts due under this Note shall automatically become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. If any other Event of Default specified in Section 6.1(a)(7) above with respect occurs and is continuing the Holder, by written notice to the Company) shall occur and be continuingBorrowers, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may declare the unpaid principal of (and premiumof, if any) and accrued and unpaid interest on all the Notes this Note, and any other amounts due under this Note to be immediately due and payable by notice in writing to the Company payable. Upon such declaration, such principal, interest and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes other amounts shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders of a majority in principal amount of the Notes payable. The Holder may rescind and cancel such declaration an acceleration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) consequences if all existing Events of Default have been cured or waived, except nonpayment of principal principal, interest or interest other amounts that has have become due solely because of the acceleration; (3) , and if the rescission would not conflict with any judgment or decree. Any notice or rescission shall be given in the manner specified in Section 15 of this Note. Notwithstanding any provision in this Note to the contrary and to the extent permitted by applicable law, if an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of any of the TBW Companies with the intention of avoiding payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) the Optional Redemption Price that the Borrowers would have had to pay if the Company has paid Borrowers then had elected to optionally redeem this Note pursuant to Section 4 of this Note, then upon acceleration of this Note, an equivalent Optional Redemption Price shall also become and be immediately due and payable; provided that if such acceleration occurs before November 1, 2007, the Trustee its reasonable compensation and reimbursed Optional Redemption Price shall be deemed to be 112% of the Trustee for its reasonable expenses (including the fees and expenses then outstanding principal amount of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating theretothis Note.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in principal amount of outstanding Outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(athe preceding paragraph (a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)expenses, disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(76.01(6) above or (7) with respect to the Company) shall occur occurs and be continuingis continuing and has not been waived pursuant to Section 6.04, then the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may declare the unpaid principal of (and of, premium, if any) , and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “"notice of acceleration" (the "Acceleration Notice"), and the same shall become immediately due and payable. Upon any such declaration, but subject to the immediately preceding sentence, such amount shall be immediately due and payable.” (b) If an Event of Default specified in Section 6.1(a)(76.01(6) above or (7) occurs and is continuing with respect to the Company, then the all unpaid principal of (and of, premium, if any) , and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (c) 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 any premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Paragraph 7(a) of the Notes, then the Notes becoming due and 251 -71- payable pursuant to Section 6.01(a) or (b) shall be and become due and payable at the Relevant Redemption Price. (d) At any time after a declaration of acceleration with respect to the Notes as described in accordance with Section 6.2(a6.02(a), the Holders of a majority in principal amount of the Notes may may, on behalf of the Holders of all of the Notes, rescind and cancel such declaration and its consequences: consequences (1i) if the rescission would not conflict with any judgment or decree; , (2ii) if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; , (3iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and , (4iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)expenses, disbursements and advancesadvances and (v) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(6) or (7), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(76.01(e) above or (f) with respect to the CompanyIssuer) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes by notice to the Issuer (and the Trustee in the case of a notice provided by the Holders), may declare the unpaid principal of (and of, premium, if any) , and accrued and but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration, such principal and interest shall be due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the immediately. The Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto. 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 result of an Event of Default on or after February 15, 2019 the amount of principal of, and 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 6 of the Notes, in effect on the date of such acceleration as if such acceleration were an optional redemption pursuant to Paragraph 6 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 February 15, 2019, 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 6 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 pursuant to Paragraph 6 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 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 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. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(711(b)(D), 11(b)(E) above with respect to or 11(b)(E)) occurs and is continuing, upon receipt by the Agent or the Company) shall occur and be continuing, as applicable, of written notice from the Requisite Holders, the Trustee Agent, on behalf of the Requisite Holders, or the Requisite Holders of at least 25% in principal amount of outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration, such principal and accrued but unpaid interest shall be due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” immediately. If an Event of Default specified in Section 6.1(a)(711(b)(D), 11(b)(E) above occurs or 11(b)(E) with respect to the CompanyCompany or the Guarantor occurs, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. (b) At any time after a declaration The Holder Majority, on behalf of acceleration with respect to the Notes as described in Section 6.2(a), the Holders of a majority in principal amount of the Notes Notes, by written notice to the Company may rescind and or cancel such any declaration of an existing or past Default or Event of Default and its consequences: (1) consequences if the such waiver, rescission or cancellation would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No such rescission shall affect any subsequent Event of Default or impair any rights relating right consequent thereto. (c) In the event of any Event of Default arising from Section 11(b)(G), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any further action by the Holder, if prior to 20 days after such Event of Default arose, the Company delivers notice in writing to the Holder stating that (i) the Indebtedness that is the basis for such Event of Default has been discharged or (ii) that the holders thereof have rescinded or waived the acceleration, notice or action, as the case may be, giving rise to such Event of Default or (iii) the default that is the basis for such Event of Default has been cured and if such Indebtedness was accelerated, such acceleration was rescinded or waived.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to immediately. Upon any such declaration, the Company Notes shall become due and payable immediately. Notwithstanding the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If foregoing, if an Event of Default specified in clause (i) or (j) of Section 6.1(a)(7) above 6.01 hereof occurs with respect to the Company, then the unpaid principal any of (and premiumits Significant Subsidiaries or any group of Restricted Subsidiaries that, if any) and accrued and unpaid interest on taken as a whole, would constitute a Significant Subsidiary, all the outstanding Notes shall become immediately be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, (except nonpayment of principal principal, interest, premium or interest Liquidated Damages, if any, 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 (3or 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 payment Notes to the contrary notwithstanding. If an Event of such interest is lawfulDefault occurs prior to April 15, interest 2002 by reason of any willful action (or inaction) taken (or not taken) by or on overdue installments behalf of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid with the Trustee its reasonable compensation 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 reimbursed be immediately due and payable in an amount, in each of the Trustee for its reasonable expenses (including years beginning on April 15 of the fees and expenses of its counsel)years set forth below, disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.as set forth below: YEAR PERCENTAGE ---- ---------- 1997 115.333% 1998 113.417% 1999 111.500% 2000 109.583% 2001 107.667%

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.1(a)(7) 6.1 above with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration.” ”, and the same shall become immediately due and payable. If an Event of Default specified in clause (f) or (g) of Section 6.1(a)(7) 6.1 above occurs with respect to the CompanyCompany occurs and is continuing, then the all unpaid principal of (of, and premium, if any) , and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) . At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a)the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (f) of Section 6.1, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable immediately; provided, that so long as any Indebtedness is outstanding under the Senior Credit Agreement, such acceleration shall not be effective until the earlier of (i) an acceleration under the Senior Credit Agreement or (ii) five Business Days after receipt by notice in writing to the Company and the Trustee specifying Representative under the Senior Credit Agreement of written notice of such acceleration of the Notes. Subject to the preceding sentence, the Notes shall become due and payable immediately upon any such declaration. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 hereof has occurred and is continuing, such declaration of acceleration shall be automatically annulled if (A) the missed payments in respect of the applicable Indebtedness have been paid or if the holders of the Indebtedness that it is a “notice subject to acceleration have rescinded their declaration of acceleration.” If , in each case within 60 days thereof and (B) all existing Events of Default, except non-payment of principal or interest which have become due solely because of the acceleration of the Notes, have been cured or waived. Notwithstanding the foregoing, if an Event of Default specified in clause ( g) or (h) of Section 6.1(a)(7) above 6.01 hereof occurs with respect to the Company, then the unpaid principal any of (and premiumits Significant Subsidiaries or any group of Subsidiaries that, if any) and accrued and unpaid interest on taken as a whole, would constitute a Significant Subsidiary, all the outstanding Notes shall become immediately be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration; ) have been cured or waived. If an Event of Default occurs on or after March 1, 2003 by reason of any willful action (3or 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 payment Notes to the contrary notwithstanding. If an Event of such interest is lawfulDefault occurs prior to March 1, interest 2003 by reason of any willful action (or inaction) taken (or not taken) by or on overdue installments behalf of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid with the Trustee its reasonable compensation 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 reimbursed be immediately due and payable in an amount, for each of the Trustee years beginning on March 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount to the date of payment that would otherwise be due but for its reasonable expenses (including the fees and expenses provisions of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.this sentence): Year Percentage 1998 110.083% 1999 108.750% 2001 107.292% 2002 105.833%

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(76.01(e) above with respect to the Companyor (f)) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes by notice to the Issuer (and the Trustee in the case of a notice provided by the Holders), may declare the unpaid principal of (and of, premium, if any) , and accrued and but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration, such principal and interest shall be due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the immediately. The Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto. 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 their maturity date, in each case, as a result of an Event of Default, on or after August 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, in effect on the date of such acceleration as if such acceleration were an optional redemption 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 August 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, it is understood and agreed that if 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 pursuant to Paragraph 5 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 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 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. (a) If an Event of Default (other than an Event of Default specified in clauses (7) and (8) of Section 6.1(a)(76.1(a) above with respect to the CompanyIssuer) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes by notice to the Issuer (and the Trustee in the case of a notice provided by the Holders), may declare the unpaid principal of of, premium (and premium, if anyincluding the Applicable Premium) and accrued and but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration, such principal, premium (including the Applicable Premium) and interest shall be due and payable by notice immediately. Notwithstanding the foregoing, in writing to the Company and the Trustee specifying the Event case of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company, then the unpaid principal of clauses (and premium, if any7) and accrued and unpaid interest on (8) of Section 6.1(a), all the outstanding Notes shall will become immediately due and payable without any declaration or other act action or notice on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the . The Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto. If the Notes are accelerated or otherwise become due prior to July 12, 2024 for any reason (including the acceleration of claims by operation of law), in each case, as a result of an Event of Default prior to December 21, 2021, 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, plus accrued and unpaid interest on the applicable Notes as of the date of acceleration, as if such acceleration were an optional redemption of the Notes pursuant to paragraph 5 of the Notes accelerated. If the Notes are accelerated or otherwise become due prior to July 12, 2024, in each case, as a result of an Event of Default on or after December 21, 2021, 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, plus accrued and unpaid interest on the applicable Notes as of the date of acceleration, as if such acceleration were an optional redemption 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 July 12, 2024, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of an Event of Default specified in clauses (7) and (8) of Section 6.1(a) (including the acceleration of claims by operation of law)), the premium (including the Applicable Premium) payable with respect to an optional redemption pursuant to paragraph 5 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 (including the Applicable 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 (including the Applicable Premium) shall also be payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other 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 (INCLUDING THE APPLICABLE PREMIUM) IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium (including the Applicable Premium) is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium (including the Applicable 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 (including the Applicable 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 (including the Applicable 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 clause (6) of Section 6.1(a), 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. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(76.01(6) above or (7) with respect to the Company) shall occur occurs and be is continuing, upon receipt by the Trustee of written direction from the Holders of a majority in principal amount of the Securities, the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable Securities by written notice in writing to the Company and the Trustee specifying Trustee, may declare the Event principal of Default and that it is accrued but unpaid interest and relevant or applicable premium, Acceleration Premium or redemption price on all the Securities to be due and payable. Upon such a “notice of acceleration.” declaration, such principal, interest and applicable premium, Acceleration Premium or redemption price shall be due and payable immediately. If an Event of Default specified in Section 6.1(a)(76.01(6) above occurs or (7) with respect to the CompanyCompany occurs, then the unpaid principal of (and interest and applicable premium, if any) and accrued and unpaid interest Acceleration Premium or redemption price on all the Notes Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Securityholders. The Holders of a majority in principal amount of the Notes Securities by written notice to the Trustee ▇▇▇▇-▇▇▇▇-▇▇▇▇ and the Company may rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto. (b) Notwithstanding the foregoing, if an Event of Default under Section 6.01(5) has occurred and is continuing, such Event of Default and any consequential acceleration (to the extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default under Section 6.01(5) has been repaid or (ii) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured, and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration with respect thereto, and (iii) any other existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured and waived. (i) If the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or (7) with respect to the Company (including the acceleration of claims by operation of law) occurring on or after May 15, 2023, the amount of the principal and premium due on the Securities shall equal the redemption price applicable to an optional redemption of the Securities as set forth in Section 3.08 in effect on the date of such acceleration as if such acceleration were an optional redemption of the Securities accelerated (the “Redemption Price Premium”), and the Redemption Price Premium (including principal) and all accrued and unpaid interest will be immediately due and payable as though the Securities were optionally redeemed. (ii) If the Securities are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default specified in Section 6.01(6) or (7) with respect to the Company (including the acceleration of claims by operation of law) in the case of an Event of Default occurring prior to May 15, 2023, the amount of principal of, accrued and unpaid interest and premium on the Securities that becomes due and payable shall equal 100% of the principal amount of the Securities plus the Acceleration Premium plus accrued and unpaid interest, if any. (iii) In any such case of clauses (i) or (ii) above, the Redemption Price Premium or the Acceleration Premium, as applicable, shall constitute part of the Notes Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement the Company and the Guarantors on the one hand and the Holders on the other hand as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any Redemption Price Premium or Acceleration Premium, as applicable, payable pursuant to the above shall be presumed to be the liquidated damages sustained by each Holder as the result of the acceleration, and each of the Company and the Guarantors agrees that it is reasonable under the circumstances. The Redemption Price Premium or the Acceleration Premium, as applicable, shall also be payable in the event the Securities (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. EACH OF THE COMPANY AND THE GUARANTORS EXPRESSLY WAIVES (TO THE FULLEST EXTENT ▇▇▇▇-▇▇▇▇-▇▇▇▇ IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUMS IN CONNECTION WITH ANY SUCH ACCELERATION, ANY RESCISSION OF SUCH ACCELERATION OR THE COMMENCEMENT OF ANY BANKRUPTCY OR INSOLVENCY EVENT. Each of the Company and the Guarantors expressly agrees (to the fullest extent it may lawfully do so) that: (A) each of the Redemption Price Premium and the Acceleration Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Redemption Price Premium or the Acceleration Premium, as applicable 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, the Company and the Guarantors giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium or the Acceleration Premium, as applicable; and (D) the Company and the Guarantors shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Each of the Company and the Guarantors expressly acknowledges that its agreement to pay the Redemption Price Premium or the Acceleration Premium, as applicable, to the Holders as herein described is a material inducement to Holders to purchase the Securities.

Acceleration. (a) If an Event of Default (other than an ------------ Event of Default specified in Section 6.1(a)(76.01(7) above or (8) with respect to the Company) shall occur occurs and be is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Notes Securities by notice to the Company and the Trustee, may declare the unpaid principal of (and premium, if any) and accrued and but unpaid interest on all the Notes Securities to be immediately due and payable. Upon such a declaration, such principal and interest shall be due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” immediately. If an Event of Default specified in Section 6.1(a)(76.01(7) above occurs or (8) with respect to the CompanyCompany occurs and is continuing, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes Securities shall ipso facto become and be immediately due and payable without any declaration or ---- ----- other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Securityholders. The Holders of a majority in principal amount of the Notes Securities by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto. Notwithstanding the foregoing, in the event of a declaration of acceleration in respect of the Securities because an Event of Default specified in Section 6.01 (6) above shall have occurred and be continuing, such declaration of acceleration of the Securities and such Event of Default shall be automatically annulled and rescinded and be of no further effect if the Indebtedness that is the subject of such Event of Default has been discharged or paid in full or such Event of Default shall have been cured or waived by the holders of such Indebtedness and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness and written notice of such discharge, cure or waiver and rescis sion, as the case may be, shall have been given to the Trustee within 30 days after such declaration of acceleration in respect of the Securities by the Company in an Officers' Certificate or by the requisite holders of such Indebtedness or a trustee, fiduciary or agent for such holders or other evidence satisfactory to the Trustee of such events is provided to the Trustee and no other Event of Default shall have occurred which has not been cured or waived during such 30-day period.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clauses 7 and 8) under Section 6.1(a)(7) above with respect to the Company) shall occur 6.01 occurs and be is continuing, then and in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the outstanding Notes may declare the unpaid principal of (and of, premium, if any) , and accrued and unpaid interest on on, all the Notes then outstanding to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee Trustee, if given by Holders) specifying the respective Event of Default and upon any such declaration such principal, premium, if any, and accrued and unpaid interest shall become immediately due and payable; provided, however, that it is a “so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be outstanding, the acceleration shall not be effective until the earlier of (1) an acceleration of Indebtedness under the Credit Agreement or (2) five business days after receipt by the Company and the agent under the Credit Agreement of written notice of acceleration.” such declaration of acceleration of the Notes. If an Event of Default specified in clauses 7 or 8 of Section 6.1(a)(7) above occurs with respect to the Company6.01 occurs, then the all unpaid principal of (and premiumof, if any) and accrued and unpaid interest on all on, the Notes shall then outstanding will become immediately due and payable immediately, without any declaration or other act on the part of the Trustee or any Holder. (b) At . If any 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 the 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 extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs during any time after 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 the Trustee a sum sufficient to pay (1) all overdue installments of interest on all the Notes, (2) the principal of, and premium, if any, on any Notes that have become due otherwise than by such declaration of acceleration with respect and interest thereon at the rate or rates prescribed therefor in the Notes, (3) 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 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 any Notes that have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture; provided, however, that, in the event of the cure or waiver of an Event of Default of the type described in clauses 7 or 8 of Section 6.2(a)6.01, the Holders Trustee shall have received an Officers’ Certificate and an Opinion of a majority in principal amount Counsel that such Event of the Notes may rescind Default has been cured or waived; and cancel such declaration and its consequences: (1C) if the rescission would not conflict with any judgment or decree; decree of a court of competent jurisdiction and (2ii) if all existing Events the Holders of Default have been cured or waived, except nonpayment a majority in aggregate principal amount of principal or interest that has become due solely because of the acceleration; (3) then outstanding Notes give written notice to the extent Company, the payment Subsidiary Guarantors and the Trustee of such interest is lawfultheir desire to rescind and annul a declaration of acceleration and its consequences, interest on overdue installments of interest and overdue principal, which has become due otherwise than by then such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation acceleration shall be deemed rescinded and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advancesannulled. No such rescission shall will affect any subsequent Event of Default or impair any rights relating theretoright consequent thereon.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(76.01(7) above or (8) hereof with respect to the CompanyIssuer) shall occur occurs and be is continuing, the Trustee Trustee, by notice to the Issuer, or the Holders of at least 25% in principal amount of the outstanding Notes Notes, by notice to the Issuer and the Trustee, may declare the unpaid principal of (and premium, if any) and accrued and but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration of acceleration, such principal and interest shall be due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” immediately. If an Event of Default specified in Section 6.1(a)(76.01(7) above occurs or (8) hereof with respect to the CompanyIssuer occurs and is continuing, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration Holders of acceleration with respect to the Notes as described in Section 6.2(a), the Notes. The Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree of a court of competent jurisdiction and if all existing Events of Default have been cured or waived, waived except nonpayment of principal or of, premium, if any, and interest on the Notes that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto. (b) 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 Section 6.01(6) hereof (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(6) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration, and if the annulment of the acceleration of the Notes 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.

Acceleration. If an Event of Default specified in Section 6.01(7) or (a) 8) with respect to the Issuer occurs, all outstanding Notes shall become due and payable without any further action or notice. If an Event of Default (other than an Event of Default specified in Section 6.1(a)(76.01(7) above or (8) with respect to the CompanyIssuer) shall occur have occurred and be continuingcontinuing under this Indenture, the Trustee Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes by written notice to the Issuer and the Trustee, may declare (an “acceleration declaration”) all amounts owing under the unpaid Notes to be due and payable immediately. Upon such declaration of acceleration, the aggregate principal of (and premium, if any) and accrued and unpaid interest on all the outstanding Notes to be immediately shall become due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and immediately; provided, however, that it is after such acceleration, but before a “notice of judgment or decree based on acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders of a majority in aggregate principal amount of the such outstanding Notes may rescind and cancel annul such declaration and its consequencesacceleration: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default Defaults have been cured or waived, waived except nonpayment of principal or and interest that has become due solely because of the this acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and; (4) if the Company Issuer has paid to the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)expenses, disbursements and advances; and (5) in the event of a cure or waiver of a Default of the type set forth in Section 6.01(7) or (8), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto.

Acceleration. If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise): (i) the Issuers default in the payment of any principal of or Yield-Maintenance Amount payable with respect to any Note or any fee that may be due in connection with any of the matters specified in paragraph 11B(ii)(C) when the same shall become due, either by the terms thereof or otherwise as herein provided; or (ii) the Issuers default in the payment of any interest on any Note for more than 3 Business Days after the date due; or (iii) (A) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Existing Note Purchase Agreement or the MetLife NPA beyond any period of grace provided with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in such agreements (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such obligation to become due prior to any stated maturity, or any such obligation shall be declared to be due and payable, or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or (B) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on Indebtedness or any Capitalized Lease Obligation, any obligation under a conditional sale or other title retention agreement, any obligation issued or assumed as full or partial payment for property whether or not secured by a purchase money mortgage or any obligation under notes payable or drafts accepted representing extensions of credit (other than, in each case in this paragraph 7A(iii)(B), (x) the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Existing Note Purchase Agreement and the MetLife NPA, which are addressed in paragraph 7A(iii)(A), and (y) any Indebtedness, Capitalized Lease Obligations or other obligation in an aggregate principal amount that does not exceed $20,000,000) beyond any period of grace provided with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in any agreement under which any such obligation is created (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such obligation to become due prior to any stated maturity, or any such obligation shall be declared to be due and payable; or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or (iv) any representation or warranty made by or on behalf of any Obligor or by any officer of any Obligor herein or in any other Financing Document or other writing furnished in connection with or pursuant to this Agreement or the transactions contemplated hereby shall be false in any material respect on the date as of which made; or (v) the Issuers fail to perform or observe any agreement contained in paragraph 6 or paragraphs 5A, 5D (solely with respect to either Issuer’s existence), 5J(a) or 5O; or (vi) the Company or any other Obligor fails to perform or observe any other agreement, term or condition contained herein or in any other Financing Document and such failure shall not be remedied within 30 days after the earlier of (A) any Responsible Officer obtaining actual knowledge thereof or (B) notice thereof being given to the Issuers by any Purchaser; or (vii) the Company or any Subsidiary makes an assignment for the benefit of creditors or is generally not paying its debts as such debts become due; or (viii) any decree or order for relief in respect of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary is entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law, whether now or hereafter in effect (herein called the “Bankruptcy Law”), of any jurisdiction; or (ix) the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or of any substantial part of the assets of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or commences a voluntary case under the Bankruptcy Law of the United States or any proceedings relating to the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary under the Bankruptcy Law of any other jurisdiction; or (x) any such petition or application is filed, or any such proceedings are commenced, against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and the Company, such Material Subsidiary or such Subsidiary (as applicable) by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or decree remains unstayed and in effect for more than 60 days; or (xi) any order, judgment or decree is entered in any proceedings against the Company decreeing the dissolution of the Company and such order, judgment or decree remains unstayed and in effect for more than 60 days; or (xii) any order, judgment or decree is entered in any proceedings against the Company or any Subsidiary decreeing a split-up of the Company or such Subsidiary which requires the divestiture of assets representing a substantial part, or the divestiture of the stock of a Subsidiary whose assets represent a substantial part, of the consolidated assets of the Company and its Subsidiaries (determined in accordance with GAAP) or which requires the divestiture of assets, or stock of a Subsidiary, which shall have contributed a substantial part of the consolidated net income of the Company and its Subsidiaries (determined in accordance with GAAP) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than 60 days ( as used in this clause (xii), “substantial” shall mean in excess of 20% of consolidated assets or consolidated net income, as the case may be); or (xiii) any one or more judgments or orders in an aggregate amount in excess of $20,000,000, to the extent such judgments or orders are not covered by insurance for which coverage has been acknowledged by the insurance carrier, are rendered against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and either (a) If an Event enforcement proceedings have been commenced by any creditor upon any such judgments or orders or (b) within 30 days after entry thereof, any such judgments or orders are not discharged or execution thereof stayed pending appeal, or within 30 days after the expiration of Default any such stay, any such judgments or orders are not discharged; or (xiv) (A) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (B) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of such proceedings, (C) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $20,000,000, (D) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (E) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (F) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (A) through (F) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or (xv) a Change in Control shall occur or exist; or (xvi) any provision of the Subsidiary Guarantee Agreement shall for any reason cease to be valid and binding on, or enforceable against any Subsidiary Guarantor, or any Subsidiary Guarantor or other Obligor shall so state in writing, or any Subsidiary Guarantor shall seek to terminate its Guarantee under the Subsidiary Guarantee Agreement; (xvii) any other Financing Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of Notes and all other amounts owing under the Financing Documents, ceases to be in full force and effect; or any Obligor or any other Person contests in any manner the validity or enforceability of any Financing Document; or any Obligor denies that it has any or further liability or obligation under any Financing Document, or purports to revoke, terminate or rescind any Financing Document, or an event of default occurs under any Financing Document, other than this Agreement (after giving effect to any applicable grace period); (a) if such event is an Event of Default specified in Section 6.1(a)(7clause (i) above with respect to the Companyor (ii) shall occur and be continuingof this paragraph 7A, the Trustee holder of any Note (other than the Obligors or any of their Subsidiaries or Affiliates) may at its option during the Holders continuance of at least 25% in principal amount such Event of outstanding Notes may declare the unpaid principal of (and premiumDefault, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company Issuers, declare such Note to be, and the Trustee specifying the Event of Default such Note shall thereupon be and that it is a “become, immediately due and payable at par, together with interest accrued thereon, without presentment, demand, protest or other notice of acceleration.” If any kind, all of which are hereby waived by the Issuers, (b) if such event is an Event of Default specified in Section 6.1(a)(7clause (viii), (ix) above occurs or (x) of this paragraph 7A with respect to the Companyany Obligor, then the unpaid principal all of (and premium, if any) and accrued and unpaid interest on all the Notes at the time outstanding shall automatically become immediately due and payable without any declaration or other act on payable, together with interest accrued thereon and the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Notes as Issuers, on behalf of themselves and the other Obligors, and (c) with respect to any event constituting an Event of Default (including an event described in Section 6.2(aclause (a), above), the Holders of a majority Required Holder(s) may at its or their option, by notice in principal amount writing to the Issuers, declare all of the Notes may rescind to be, and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; Notes shall thereupon be and become, immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuers. The Issuers acknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Issuers (3except as herein specifically provided for) to and that the extent the provision for payment of the Yield-Maintenance Amount by the Issuers in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by right under such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating theretocircumstances.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in Section 6.1(a)(76.01(g) above with respect to the Companyand Section 6.01(h)) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes under this Indenture may declare all the unpaid principal of Notes under this Indenture to be due and payable by written notice to the Issuer (and premiumto the Trustee if such notice is given by the Holders). Upon such a declaration, such principal, premium (including Applicable Premium and Initial Notes Repayment Date Premium, if such premia would have been payable if the Issuer had issued a notice of redemption of the Notes on the date of such declaration) and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(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 Event of Default pursuant to Section 6.01(f) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, 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. (b) If an Event of Default described in Section 6.01(g) or Section 6.01(h) occurs and is continuing, the principal of, premium (including Applicable Premium and Initial Notes Repayment Date Premium, if such premia would have been payable if the Issuer had issued a notice of redemption of the Notes on the date of such declaration), if any) , and accrued and unpaid interest on all the Notes to will become and be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in Section 6.1(a)(76.01(g) above with respect to the Companyand Section 6.01(h)) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes under this Indenture may declare all the unpaid principal of Notes under this Indenture to be due and payable by written notice to the Issuer (and premiumto the Trustee if such notice is given by the Holders). Upon such a declaration, such principal, premium (including Applicable Premium and Initial Notes Repayment Date Premium, if such premia would have been payable if the Issuer had issued a notice of redemption of the Notes on the date of such declaration) and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(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 Event of Default pursuant to Section 6.01(f) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, 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. ​ (b) If an Event of Default described in Section 6.01(g) or Section 6.01(h) occurs and is continuing, the principal of, premium (including Applicable Premium and Initial Notes Repayment Date Premium, if such premia would have been payable if the Issuer had issued a notice of redemption of the Notes on the date of such declaration), if any) , and accrued and unpaid interest on all the Notes to will become and be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to immediately. Notwithstanding the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If foregoing, if an Event of Default specified in clause (viii) or (ix) of Section 6.1(a)(7) above 6.01 hereof occurs with respect to the Company, then the unpaid principal any Significant Subsidiary or any group of (and premiumSubsidiaries that, if any) and accrued and unpaid interest on taken together, would constitute a Significant Subsidiary, all the outstanding Notes shall become immediately be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the notice. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration; ) have been cured or waived. If an Event of Default occurs on or after June 1, 2003 by reason of any willful action (3or 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 payment Notes to the contrary notwithstanding. If an Event of such interest is lawfulDefault occurs prior to June 1, interest 2003 by reason of any willful action (or inaction) taken (or not taken) by or on overdue installments behalf of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid with the Trustee its reasonable compensation intention of avoiding the prohibition on redemption of the Notes prior to June 1, 2003, then, upon acceleration of the Notes, an additional premium shall also become and reimbursed be immediately due and payable in an amount, for each of the Trustee years beginning on June 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for its reasonable expenses (including the fees and expenses provisions of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.this sentence): YEAR PERCENTAGE ---- ---------- 1998............................................... 115.000% 1999............................................... 113.125% 2000............................................... 111.250% 2001............................................... 109.375% 2002............................................... 107.500%

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur occurs and be is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately, together with all accrued and unpaid principal of (interest, Additional Interest, if any, and premium, if any) and accrued and unpaid interest on all , thereon. Notwithstanding the Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If preceding, if an Event of Default specified in clause (h) or (i) of Section 6.1(a)(7) above 6.01 hereof occurs with respect to the Company, then Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes shall become due and payable without further action or notice, together with all accrued and unpaid principal of (interest, Additional Interest, if any, and premium, if any) and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the thereon. The Holders of a majority in principal amount of the then outstanding Notes by notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, (except with respect to nonpayment of principal principal, interest, premium or interest Additional Interest, if any, that has have become due solely because of the acceleration; ) have been cured or waived. If an Event of Default occurs by reason of any willful action (3or inaction) taken (or not taken) by or on behalf of an Issuer with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to Section 3.07(a) hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the payment acceleration of such interest is lawfulthe Notes. If an Event of Default occurs prior to December 15, interest 2009 by reason of any willful action (or inaction) taken (or not taken) by or on overdue installments behalf of interest an Issuer with the intention of avoiding the prohibition on redemption of the Notes prior to that date, then the premium specified in Section 3.07(a) with respect to the first year that the Notes may be redeemed at the Issuers’ option pursuant to Section 3.07(a) will also become immediately due and overdue principal, which has become due otherwise than payable to the extent permitted by such declaration law upon the acceleration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating theretoNotes.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(76.01(6) above or (7) with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may may, declare the unpaid principal of (and premiumall the Notes, if any) and together with all accrued and unpaid interest on all the Notes interest, to be immediately due and payable by notice in writing to the Company and and, in the case of an acceleration notice from the Holders of at least 25% in principal amount of the outstanding Notes, the Trustee specifying the respective Event of Default and that it is a “"notice of acceleration.” " (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Designated Senior Debt, shall become immediately due and payable upon the first to occur of an acceleration under the Designated Senior Debt or 5 business days after receipt by the Company and the Representative under the Designated Senior Debt of such Acceleration Notice. If an Event of Default specified in Section 6.1(a)(76.01(6) above occurs or (7) with respect to the CompanyCompany occurs and is continuing, then the all unpaid principal of (and premium, if any) , and accrued and unpaid interest on all of the outstanding Notes shall will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a)clause (a) above, the Holders of a majority in principal amount of the Notes then outstanding (by notice to the Trustee) may rescind and cancel such declaration and its consequences: consequences if (1i) if the rescission would not conflict with any judgment or decree; decree of a court of competent jurisdiction, (2ii) if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest on the Notes that has become due solely because of the acceleration; , (3iii) 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 other than by such declaration of acceleration, has been paid; and , (4iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)expenses, disbursements and advancesadvances and (v) in the event of the cure or waiver of a Default or Event of Default of the type described in Sections 6.01(6) and (7), the Trustee has received an Officers' Certificate and Opinion of Counsel that such Default or Event of Default has been cured or waived and the Trustee shall be entitled to conclusively rely upon such Officers' Certificate and Opinion of Counsel. No such rescission shall affect any subsequent Default or Event of Default or impair any rights relating right consequent thereto.

Acceleration. (a) If The Purchasers, and each of them, upon the occurrence of an Event of Default (other than an Event that has not been waived by the Required Purchasers, by delivery of Default specified in Section 6.1(a)(7) above with respect written notice to the Company may, subject in each case to the terms of the Intercreditor Agreement, take any or all of the following actions without prejudice to the rights of any Purchaser to enforce its claims against the Company: (a) shall occur and be continuing, declare all or any part of the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes Obligations hereunder to be immediately due and payable by notice in writing (except with respect to the Company and the Trustee specifying the any Event of Default and that it is a “notice of acceleration.” If an Event of Default specified set forth in Section 6.1(a)(79.1(c) above occurs with respect to the Companyhereof, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on in which case all the Notes such Obligations shall automatically become immediately due and payable without the necessity of any declaration notice or other act on the part of the Trustee demand) without presentment, demand, protest or any Holder.other action or obligation of any Purchaser; and (b) At deliver notice to the trustee for each of the 10.5% Subordinated Notes and the 11% Subordinated Notes for the purpose of blocking payments to such trustees and the holders of the 10.5% Subordinated Notes and 11% Subordinated Notes, or any of them. If at any time after a declaration acceleration of acceleration with respect to the maturity of the Senior Secured Notes as described in Section 6.2(a)held by any Purchaser, the Holders Company shall pay all arrears of a majority in principal amount of the Notes may rescind interest, costs and cancel such declaration expenses and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment payments on account of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principalSenior Secured Notes, which has shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by Law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Defaults (other than nonpayment of principal of and accrued interest on such declaration Senior Secured Notes and other Obligations hereunder due and payable solely by virtue of acceleration) shall have been remedied or waived, has been paid; and (4) if then by written notice to the Company has paid Company, the Trustee Required Purchasers may elect, in their sole discretion, to rescind and annul the acceleration and its reasonable compensation and reimbursed consequences. Any action pursuant to the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission foregoing sentence shall not affect any subsequent Default or Event of Default or impair any rights relating theretoright or remedy consequent thereon. The provisions of the preceding sentences are intended merely to bind the Required Purchasers to a decision that may be made at their election. In no event are the provisions of this Section 9.2 intended to benefit the Company or any other Person, nor does this Section 9.2 give the Company or any other Person the right to require the Required Purchasers to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(77.01(5) above with respect to the Companyor (6)) shall occur occurs and be is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in principal Principal amount of outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable then Outstanding may, by notice in writing to the Company and the Trustee, and the Trustee specifying shall, upon the Event request of Default such Holders, declare all unpaid Principal of and that it is a “notice accrued interest to the date of acceleration.” acceleration on the Notes then Outstanding (if not then due and payable) to be due and payable and upon any such declaration, the same shall become and be immediately due and payable. If an Event of Default specified in Section 6.1(a)(77.01(5) above occurs with respect to the Companyor (6) occurs, then the all unpaid principal of (and premium, if any) Principal and accrued and unpaid interest on all the 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. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Noteholder. The Holders of a majority in principal Principal amount of the Notes then Outstanding by notice to the Trustee may rescind and cancel such declaration an acceleration and its consequences: consequences if (1i) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default Default, other than the non-payment of the Principal of the Notes which has become due solely by such declaration of acceleration, have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; ; (3ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principalPrincipal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4iii) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (iv) all payments due to the Trustee and any predecessor Trustee under Section 9.07 have been made. Anything herein contained to the contrary notwithstanding, in the event of any acceleration pursuant to this Section 7.02, the Company has paid shall not be obligated to pay any premium which it would have had to pay if it had then elected to redeem the Trustee its reasonable compensation and reimbursed Notes pursuant to paragraph 5 of the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advancesNotes. No such rescission shall affect any subsequent Default default or impair any rights relating theretoright consequent thereon.

Acceleration. (a) If an Event In the case of Default (other than an Event of Default specified in clause (9) or clause (10) of Section 6.1(a)(7) above with respect to the Company) shall occur 6.01(a), all then outstanding Notes will become due and be 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 then outstanding Notes may declare the unpaid principal all of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable immediately by notice in writing to the Company and and, in case of a notice by Holders, also to the Trustee specifying the respective Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company. Upon any such declaration, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holderimmediately. (ba) At any time after such a declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as described hereinafter in Section 6.2(a)Article 6 provided, the Holders of a majority in principal amount of the Notes then outstanding Notes, by written notice to the Company and the Trustee, may rescind and cancel annul such declaration and its consequencesconsequences if: (1) if the rescission would not conflict Company or one or more of the Subsidiary Guarantors has paid or deposited with any judgment or decreethe Trustee a sum sufficient to pay: (A) all overdue interest on all Notes; (2B) the principal of (and premium, if all existing Events of Default any, on) any Notes which have been cured or waived, except nonpayment of principal or interest that has become due solely because otherwise than by such declaration of acceleration and any interest thereon at the accelerationrate or rates prescribed therefor in such Notes; (3C) to the extent the that payment of such interest is lawful, interest on upon overdue installments interest at the rate or rates prescribed therefor in such Notes; and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of interest the Trustee, its agents and overdue principalcounsel; and (2) all Events of Default with respect to the Notes, which has other than the non-payment of the principal of the Notes that have become due otherwise than solely by such declaration of acceleration, has have been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advancescured or waived as provided in Section 6.04. No such rescission shall affect any subsequent Default default or impair any rights relating theretoright consequent thereon.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.1(a)(7) above 6.01 hereof with respect to the Company) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may may, only on the terms and subject to the conditions set forth in the Collateral Agency Agreement, direct the Trustee to declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable immediately; provided, that so long as any Senior Indebtedness shall be outstanding, such acceleration shall not be effective until five Business Days after receipt by notice in writing to the Company and the Trustee specifying the Event lender under any Senior Indebtedness of Default and that it is a “written notice of such acceleration.” If . Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (f) or (g) of Section 6.1(a)(7) above 6.01 hereof occurs with respect to the Company, then (i) all outstanding Notes shall, ipso facto, be due and payable immediately without further action or notice and (ii) the unpaid principal Company shall promptly notify the Trustee of such Event of Default (and premium, if any) and accrued and unpaid interest on all although the Notes shall become immediately due and payable without any declaration or other act on immediately upon the part occurrence of such Event of Default as specified in clause (i) regardless of whether the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to Company so notifies the Notes as described in Section 6.2(aTrustee), the . The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, (except nonpayment of principal principal, interest or interest premium, if any, that has become due solely because of the acceleration; ) have been cured or waived, provided that, 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 (3d) to of Section 6.01 hereof, the extent declaration of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (d) of Section 6.01 hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except non-payment of such interest is lawful, principal or interest on overdue installments the Notes that became due solely because of interest and overdue principalthe acceleration of the Notes, which has become due otherwise than by such declaration of acceleration, has have been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default cured or impair any rights relating theretowaived.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (vi) or (vii) of Section 6.1(a)(7) above 6.01 hereof with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes issued under this Indenture may declare the unpaid principal of (and of, premium, if any) , and accrued and unpaid interest and Additional Interest, if any, on all the Notes issued under this Indenture to be immediately due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the Notes shall become immediately due and payable.” (b) If an Event of Default specified in clause (vi) or (vii) of Section 6.1(a)(7) above occurs 6.01 hereof with respect to the CompanyCompany occurs and is continuing, then the all unpaid principal of (of, and premium, if any) , and accrued and unpaid interest and Additional Interest, if any, on all of the then outstanding Notes issued under this Indenture 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. (bc) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a)6.02(a) or 6.02(b) hereof, the Holders of a majority in principal amount of the all outstanding Notes issued under this Indenture may rescind and cancel such declaration acceleration and its consequences: (1i) if the rescission would not conflict with any judgment or decree; (2ii) if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and; (4iv) if the Company has paid the Trustee (including its agents and counsel) its reasonable compensation fees and expenses and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (vi) or (vii) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.1(a)(7) above with respect to the Company) shall occur 6.01 hereof occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to immediately. Upon any such declaration, the Company Notes shall become due and payable immediately. Notwithstanding the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.1(a)(7) above 6.01 hereof occurs with respect to the Company, then UNICCO Finance, any Significant Subsidiary or any group of Restricted Subsidiaries of the unpaid principal of (and premiumCompany that, if any) and accrued and unpaid interest on taken as a whole, would constitute a Significant Subsidiary, all the outstanding Notes shall become immediately be due and payable immediately without any declaration further action or other act on the part notice. Holders of the Trustee Notes may not enforce this Indenture or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes except as described in Section 6.2(a), the provided herein. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration; ) have been cured or waived. If an Event of Default occurs on or after October 15, 2002 by reason of any willful action (3or inaction) taken (or not taken) by or on behalf of the Issuers with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers 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 payment Notes to the contrary notwithstanding. If an Event of Default occurs prior to October 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuers with the intention of avoiding the prohibition on redemption of the Notes prior to such interest is lawfuldate, interest on overdue installments then, upon acceleration of interest the Notes, an additional premium shall also become and overdue principal, which has become be immediately due otherwise than by such declaration and payable so that the Issuers shall be obligated to pay an amount (expressed as percentages of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counselprincipal amount), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.for each of the years beginning on October 15 of the years set forth below, as set forth below; YEAR PERCENTAGE ---- ---------- 1997.................................................113.17% 1998.................................................111.52% 1999.................................................109.88% 52 62 2000.................................................108.23% 2001.................................................106.58%

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 6.1(a)(7) above 6.01 hereof with respect to the CompanyHolding, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes Debentures may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes Debentures to be immediately due and payable by notice in writing to immediately. Upon any such declaration, the Company Debentures shall become due and payable immediately. Notwithstanding the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If foregoing, if an Event of Default specified in clause (h) or (i) of Section 6.1(a)(7) above 6.01 hereof occurs with respect to the CompanyHolding, then the unpaid principal any Restricted Subsidiary that is a Significant Subsidiary or any group of (and premiumRestricted Subsidiaries that, if any) and accrued and unpaid interest on taken as a whole, would constitute a Significant Subsidiary, all the Notes outstanding Debentures shall become immediately be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the notice. The Holders of a majority in aggregate principal amount of the Notes then outstanding Debentures by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) 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 the acceleration; ) have been cured or waived. If an Event of Default occurs on or after July 1, 2003 by reason of any willful action (3or inaction) taken (or not taken) by or on behalf of Holding with the intention of avoiding payment of the premium that Holding would have had to pay if Holding then had elected to redeem the Debentures pursuant to Section 3.07 hereof, then, upon acceleration of the Debentures, 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 Debentures to the contrary notwithstanding. If an Event of Default occurs prior to July 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of Holding with the intention of avoiding the prohibition on redemption of the Debentures prior to such date, then, upon acceleration of the Debentures, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on July 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Debentures to the date of payment that would otherwise be due but for the provisions of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.this sentence): YEAR PERCENTAGE ---- ---------- 1998...............................................................113.500% 1999...............................................................112.150% 2000...............................................................110.800% 2001...............................................................109.450% 2002...............................................................108.100%

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the CompanyCompany specified in clauses (f) shall occur or (g) of Section 7.01 hereof) occurs and be is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes may declare the unpaid principal of (and premiummay, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying Trustee, declare all unpaid principal of, plus interest (including Additional Interest, if any) accrued and unpaid through the Event date of Default such declaration on, all the Securities then outstanding to be due and that it is a “notice of acceleration.” payable upon any such declaration, and the same shall thereupon become and be immediately due and payable. If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the CompanyCompany specified in clauses (f) or (g) of Section 7.01 hereof occurs, then the all unpaid principal of of, plus interest (and premiumincluding Additional Interest, if any) and accrued and unpaid interest on through the date of such default on, all the Notes Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the . The Holders of a majority in aggregate principal amount of the Notes Securities then outstanding or the Holders originally causing the acceleration by notice to the Trustee may rescind and cancel such declaration an acceleration of Securities and its consequences: consequences before a judgment or decree for the payment of money has been obtained by the Trustee if (1a) if the rescission would not conflict with any judgment existing order or decree; , (2b) if all existing Events of Default have been cured or waivedDefault, except other than the nonpayment of the principal or of, plus accrued and unpaid interest (including Additional Interest, if any) on, the Securities that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has have been paid; and cured or waived and (4c) if the Company has paid all payments due to the Trustee its reasonable compensation and reimbursed any predecessor Trustee under Section 6.7 of the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advancesBase Indenture have been made. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto. The provisions of Sections 7.01 and 7.02 of this First Supplemental Indenture shall supersede and replace the provisions, respectively, of Sections 5.1 and 5.2 of the Base Indenture for purposes of the Securities.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.1(a)(7) above 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may declare all the unpaid principal Accreted Value of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to immediately. Upon any such declaration, the Company Accreted Value of the Notes shall become due and payable immediately. Notwithstanding the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.1(a)(7) above 6.01 hereof occurs with respect to the Company, then any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, the unpaid principal Accreted Value of (and premium, if any) and accrued and unpaid interest on all the outstanding Notes shall become immediately be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the notice. The Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, (except nonpayment of principal Accreted Value, interest or interest premium, if any, 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 (3or 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 Accreted Value 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 payment Notes to the contrary notwithstanding. If an Event of such interest is lawfulDefault occurs prior to January 1, interest 2006 by reason of any willful action (or inaction) taken (or not taken) by or on overdue installments behalf of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid with the Trustee its reasonable compensation intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Accreted Value of the Notes, an additional premium shall also become and reimbursed be immediately due and payable in an amount, for each of the Trustee years beginning on January 1 of the years set forth below, as set forth below (expressed as a percentage of Accreted Value of the Notes on the date of payment that would otherwise be due but for its reasonable expenses (including the fees and expenses provisions of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.this sentence): YEAR PERCENTAGE ---- ---------- 2003.................................................. 114.000% 2004.................................................. 111.617% 2005.................................................. 109.284%

Acceleration. (a) If an Event of Default (other than an Event of Default specified the type described in Section 6.1(a)(76.01(6) above or (8) occurs with respect to the Company) shall occur Company and be is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the Notes will become immediately due and payable without further action or notice. If any other Event of Default occurs and is continuing, then the Trustee or the Holders of at least 25% in principal amount of outstanding Notes (including any Additional Notes subsequently issued under this Indenture) may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing (the "Acceleration Notice") to the Company and the Trustee specifying the Event of Default and Trustee, which notice must also specify that it is a “"notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company" In that event, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holderpayable. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a6.02(a), the Holders of a majority in principal amount of the Notes (including any Additional Notes) may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)expenses, disbursements and advances; or (5) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(6) or (8), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto.

Acceleration. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified described in Section 6.1(a)(7clause (g) or (h) above with respect to the Company) shall occur and be continuingIssuer), the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and but unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration, such principal and interest shall be due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” immediately. If an Event of Default specified described in Section 6.1(a)(7clause (g) or (h) above occurs with respect to the CompanyIssuer, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall will immediately become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) Holders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a)the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: consequences (1i) if the rescission would not conflict with any judgment or decree; , (2ii) if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; , (3iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and , (4iv) if the Company Issuer has paid the Trustee its reasonable rea- sonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (g) or (h) of Section 6.01, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto.

Acceleration. If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise): (i) the Issuers default in the payment of any principal of or Yield-Maintenance Amount payable with respect to any Note or any fee that may be due in connection with any of the matters specified in paragraph 11B(ii)(C) when the same shall become due, either by the terms thereof or otherwise as herein provided; or (ii) the Issuers default in the payment of any interest on any Note for more than 3 Business Days after the date due; or (iii) (A) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Existing Note Purchase Agreement or the MetLife NPA beyond any period of grace provided with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in such agreements (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such obligation to become due prior to any stated maturity, or any such obligation shall be declared to be due and payable, or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or (B) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on Indebtedness or any Capitalized Lease Obligation, any obligation under a conditional sale or other title retention agreement, any obligation issued or assumed as full or partial payment for property whether or not secured by a purchase money mortgage or any obligation under notes payable or drafts accepted representing extensions of credit (other than, in each case in this paragraph 7A(iii)(B), (x) the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Existing Note Purchase Agreement and the MetLife NPA, which are addressed in paragraph 7A(iii)(A), and (y) [any ]Indebtedness, Capitalized Lease Obligations [or]and other [obligation] obligations in an aggregate principal amount that does not exceed [$20,000,000]two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered) beyond any period of grace provided with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in any agreement under which any such obligation is created (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such obligation to become due prior to any stated maturity, or any such obligation shall be declared to be due and payable; or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or (iv) any representation or warranty made by or on behalf of any Obligor or by any officer of any Obligor herein or in any other Financing Document or other writing furnished in connection with or pursuant to this Agreement or the transactions contemplated hereby shall be false in any material respect on the date as of which made; or (v) the Issuers fail to perform or observe any agreement contained in paragraph 6 or paragraphs 5A, 5D (solely with respect to either Issuer’s existence), 5J(a) or 5O; or (vi) the Company or any other Obligor fails to perform or observe any other agreement, term or condition contained herein or in any other Financing Document and such failure shall not be remedied within 30 days after the earlier of (A) any Responsible Officer obtaining actual knowledge thereof or (B) notice thereof being given to the Issuers by any Purchaser; or (vii) the Company or any Subsidiary makes an assignment for the benefit of creditors or is generally not paying its debts as such debts become due; or (viii) any decree or order for relief in respect of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary is entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law, whether now or hereafter in effect (herein called the “Bankruptcy Law”), of any jurisdiction; or (ix) the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or of any substantial part of the assets of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or commences a voluntary case under the Bankruptcy Law of the United States or any proceedings relating to the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary under the Bankruptcy Law of any other jurisdiction; or (x) any such petition or application is filed, or any such proceedings are commenced, against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and the Company, such Material Subsidiary or such Subsidiary (as applicable) by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or decree remains unstayed and in effect for more than 60 days; or (xi) any order, judgment or decree is entered in any proceedings against the Company decreeing the dissolution of the Company and such order, judgment or decree remains unstayed and in effect for more than 60 days; or (xii) any order, judgment or decree is entered in any proceedings against the Company or any Subsidiary decreeing a split-up of the Company or such Subsidiary which requires the divestiture of assets representing a substantial part, or the divestiture of the stock of a Subsidiary whose assets represent a substantial part, of the consolidated assets of the Company and its Subsidiaries (determined in accordance with GAAP) or which requires the divestiture of assets, or stock of a Subsidiary, which shall have contributed a substantial part of the consolidated net income of the Company and its Subsidiaries (determined in accordance with GAAP) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than 60 days ( as used in this clause (xii), “substantial” shall mean in excess of 20% of consolidated assets or consolidated net income, as the case may be); or (xiii) any one or more judgments or orders in an aggregate amount in excess of[ $20,000,000,], as of any date of determination, an amount equal to two percent (2.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered, to the extent such judgments or orders are not covered by insurance for which coverage has been acknowledged by the insurance carrier, are rendered against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and either (a) If enforcement proceedings have been commenced by any creditor upon any such judgments or orders or (b) within 30 days after entry thereof, any such judgments or orders are not discharged or execution thereof stayed pending appeal, or within 30 days after the expiration of any such stay, any such judgments or orders are not discharged; or (xiv) (A) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (B) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of such proceedings, (C) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed[ $20,000,000,], as of any date of determination, an Event amount equal to two percent (2.0%) of Default the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered, (D) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (E) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (F) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (A) through (F) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or (xv) a Change in Control shall occur or exist; or (xvi) any provision of the Subsidiary Guarantee Agreement shall for any reason cease to be valid and binding on, or enforceable against any Subsidiary Guarantor, or any Subsidiary Guarantor or other Obligor shall so state in writing, or any Subsidiary Guarantor shall seek to terminate its Guarantee under the Subsidiary Guarantee Agreement; (xvii) any other Financing Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of Notes and all other amounts owing under the Financing Documents, ceases to be in full force and effect; or any Obligor or any other Person contests in any manner the validity or enforceability of any Financing Document; or any Obligor denies that it has any or further liability or obligation under any Financing Document, or purports to revoke, terminate or rescind any Financing Document, or an event of default occurs under any Financing Document, other than this Agreement (after giving effect to any applicable grace period); (a) if such event is an Event of Default specified in Section 6.1(a)(7clause (i) above with respect to the Companyor (ii) shall occur and be continuingof this paragraph 7A, the Trustee holder of any Note (other than the Obligors or any of their Subsidiaries or Affiliates) may at its option during the Holders continuance of at least 25% in principal amount such Event of outstanding Notes may declare the unpaid principal of (and premiumDefault, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company Issuers, declare such Note to be, and the Trustee specifying the Event of Default such Note shall thereupon be and that it is a “become, immediately due and payable at par, together with interest accrued thereon, without presentment, demand, protest or other notice of acceleration.” If any kind, all of which are hereby waived by the Issuers, (b) if such event is an Event of Default specified in Section 6.1(a)(7clause (viii), (ix) above occurs or (x) of this paragraph 7A with respect to the Companyany Obligor, then the unpaid principal all of (and premium, if any) and accrued and unpaid interest on all the Notes at the time outstanding shall automatically become immediately due and payable without any declaration or other act on payable, together with interest accrued thereon and the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Notes as Issuers, on behalf of themselves and the other Obligors, and (c) with respect to any event constituting an Event of Default (including an event described in Section 6.2(aclause (a), above), the Holders of a majority Required Holder(s) may at its or their option, by notice in principal amount writing to the Issuers, declare all of the Notes may rescind to be, and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; Notes shall thereupon be and become, immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuers. The Issuers acknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Issuers (3except as herein specifically provided for) to and that the extent the provision for payment of the Yield-Maintenance Amount by the Issuers in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by right under such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating theretocircumstances.

Acceleration. (a) If an Event In the case of Default (other than an Event of Default specified in clause (9) or (10) of Section 6.1(a)(7) above 6.01 hereof, with respect to the CompanyCompany or any of its Restricted Subsidiaries (other than Exempt Subsidiaries) shall occur that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company (other than the Exempt Subsidiaries) that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and be 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 principal amount of the then outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes may by written notice to the Trustee may, on behalf of all of the Holders, rescind and cancel such declaration an acceleration or waive any existing Default or Event of Default and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, (except nonpayment of principal principal, interest or interest premium or Liquidated Damages, if any, that has become due solely because of the acceleration; ) have been cured or waived. If an Event of Default occurs on or after December 15, 2008 by reason of any willful action (3or 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 payment Notes to the contrary notwithstanding. If an Event of such interest is lawfulDefault occurs prior to December 15, interest 2008 by reason of any willful action (or inaction) taken (or not taken) by or on overdue installments behalf of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid with the Trustee its reasonable compensation 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 reimbursed be immediately due and payable in an amount, for each of the Trustee years beginning on December 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for its reasonable expenses (including the fees and expenses provisions of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.this sentence): YEAR PERCENTAGE ---- ---------- 2003....................................................... 108.0% 2004....................................................... 107.2% 2005....................................................... 106.4% 2006....................................................... 105.6% 2007....................................................... 104.8%

Acceleration. (a) If an Event of Default (other than an Event of Default specified of the type described in Section 6.1(a)(76.01(f) above with respect to the Companyor (g)) shall occur have occurred and be continuing, then the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued and unpaid interest, if any, to the date of acceleration, provided, that if there are any amounts outstanding under or in respect of the Senior Credit Facility, such amounts shall become due and payable upon the first to occur of an acceleration of amounts outstanding under or in respect of the Senior Credit Facility and five Business Days after receipt by notice in writing to the Company and the Trustee specifying Representative of the Event holders of Default and that it is a “Senior Indebtedness under or in respect of the Senior Credit Facility of notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part acceleration of the Trustee Notes; provided, however, that after such acceleration but before a judgment or any Holder. (b) At any time after a declaration of decree based on such acceleration with respect to is obtained by the Notes as described in Section 6.2(a)Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and cancel annul such declaration and its consequences:acceleration if (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waivedDefault, except other than nonpayment of principal accelerated principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived; (32) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and; (43) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)expenses, disbursements and advances; and (4) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(f) or (g) above, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto. In case an Event of Default of the type described in Section 6.01(f) or (g) above shall occur, the principal, premium and interest amount with respect to all of the Notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur occurs ------------ and be is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Discount Notes may may, after giving 10 Business Days' notice to the holders of all Designated Senior Indebtedness and the Representative (provided, however, that no such notice need be given if, at -------- ------- such time (i) prior to the date on which the Bank Indebtedness has been repaid - in full in cash, payment of any Bank Indebtedness shall have been accelerated or (ii) on or after the date on which the Bank Indebtedness has been repaid in full -- in cash, payment of any Designated Senior Indebtedness shall have been accelerated), declare the Accreted Value of, and accrued but unpaid principal of (interest and premiumliquidated damages, if any) and accrued and unpaid interest on , on, all the Discount Notes to be immediately due and payable. Upon such a declaration, such Accreted Value, interest and liquidated damages shall be due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” immediately. If an Event of Default specified in Section 6.1(a)(7) above relating to certain events of bankruptcy, insolvency or reorganization of Holdings occurs with respect to and is continuing, the CompanyAccreted Value of, then the unpaid principal of (and premiuminterest and liquidated damages, if any) and accrued and unpaid interest on , on, all the Discount Notes shall will ipso facto become ---- ----- and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At Holders of the Discount Notes. The Holders of a majority in aggregate principal amount of the outstanding Discount Notes by written notice to the Trustee may on behalf of all Holders rescind any time after a declaration of such acceleration with respect to the Discount Notes as described in Section 6.2(a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.

Acceleration. (a) If an Event of Default specified in Sections 6.01(5) and (6) above occurs with respect to the Company and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) If any Event of Default (other than an Event of Default specified in clause (5) or (6) of Section 6.1(a)(7) above 6.01 with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes under this Indenture may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the such Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration.,” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to and the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes same shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holderpayable. (bc) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a)the two preceding paragraphs, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)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(5) and (6), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.1(a)(7) above 6.1 with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration.,” and the same shall become immediately due and payable. If an Event of Default specified in clause (6) or (7) of Section 6.1(a)(7) above occurs 6.01 with respect to the CompanyCompany occurs and is continuing, then the all unpaid principal of (and premium, if any) , and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) . At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a)the pre- ceding paragraph, the Holders of a majority in aggregate principal amount of the Notes may rescind and cancel such declaration and its consequencesconsequences by written notice to the Company and the Trustee: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)expenses, disbursements and advancesadvances (including its agents and counsel); and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto.

Acceleration. (a) If an Event In the case of Default (other than an Event of Default specified in clause (5) or (6) of Section 6.1(a)(7) above with respect to the Company) shall occur 6.01 hereof occurs and be is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes will become immediately due and payable without further action or notice. If any other Event of Default occurs and is continuing, then the Trustee by notice in writing to Holdings or the Issuer or the Holders of at least 2530% in principal amount of outstanding Notes by notice in writing to Holdings or the Issuer and the Trustee may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by payable, which notice in writing to the Company and the Trustee specifying the Event of Default and must also specify that it is a “notice of acceleration.” If an Event Upon any such declaration of Default specified in Section 6.1(a)(7) above occurs with respect to the Companyacceleration, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall will become immediately due and payable payable. If a Default for 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 or waived, such Default for a failure to report or failure to deliver a required certificate in connection with that Initial Default will also be cured without any declaration or other act on the part of the Trustee or any Holder. (b) further action. At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a)the preceding paragraph, the Holders of a majority in principal amount of the outstanding Notes may rescind and cancel such declaration and its consequences: (1a) if the rescission would not conflict with any judgment or decree; (2b) if all existing Events of Default have been cured or waived, waived except nonpayment non-payment of principal or interest that has become due solely because of the acceleration; (3c) 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; (d) if the Issuer has paid the Trustee all amounts it is owed under this Indenture; and (e) in the event of the cure or waiver of an Event of Default specified in clause (4) if the Company has paid of Section 6.01 hereof; provided that the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses shall have received an Officer’s Certificate that such Event of its counsel), disbursements and advancesDefault has been cured or waived. No such rescission shall affect any subsequent Event of Default or impair any rights relating right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (vi) or (vii) of Section 6.1(a)(7) above 5.01 hereof with respect to the Company) shall occur occurs and be is continuing, the Trustee may by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the unpaid principal of (and premiumSecurities may, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company and the Trustee, and the Trustee specifying shall, upon the Event request of Default such Holders, declare the principal of, premium, if any, on, accrued and that it is a “notice of acceleration.” unpaid interest on, and Liquidated Damages, if any, on all then outstanding Securities (if not then due and payable) to be due and payable, and upon any such declaration the same shall become and be immediately due and payable. If an Event of Default specified in clause (vi) or (vii ) of Section 6.1(a)(7) above occurs 5.01 hereof with respect to the CompanyCompany occurs, then the unpaid principal of (and of, premium, if any) and , on, accrued and unpaid interest on, and Liquidated Damages, if any, on all the Notes Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration declaration, notice or other act on the part of the Trustee or any Holder. (b) . At any time after such a declaration of acceleration with respect to the Notes Securities has been made and before a judgment for payment of the money due has been obtained by the Trustee as described hereinafter in Section 6.2(a)this Article V, the Holders of a majority in principal amount of the Notes outstanding Securities, by written notice to the Company and the Trustee, may rescind and cancel annul such declaration acceleration and its consequencesconsequences if: (1i) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default Default, other than the non-payment of the principal of the Securities which has become due solely by such declaration of acceleration, have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4iii) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses rescission would not conflict with any judgment or decree of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating theretoa court of competent jurisdiction.

Acceleration. (a) If an Event of Default with respect to the Senior Subordinated Notes (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the CompanyBorrower described in clause (h) shall occur of Section 7 .01) occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable GOF by notice in writing to the Company Borrower may declare the unpaid principal of, accrued interest to the date of acceleration on all outstanding Senior Subordinated Notes to be due and payable immediately and, upon any such declaration, such principal amount, accrued interest, notwithstanding anything contained in this Agreement or the Trustee specifying Senior Subordinated Notes to the contrary, shall become immediately due and payable; provided, however, that so long as the Credit Agreement shall be in full force and effect, if an Event of Default shall have occurred and that it is be continuing (other than an Event of Default with respect to the Borrower described in clause (h) of Section 7.01), the Senior Subordinated Notes shall not become due and payable until the earlier to occur of (x) five Business Days following delivery of a “written notice of acceleration.” such acceleration of the Senior Subordinated Notes to the agent under the Credit Agreement and (y) the acceleration (ipso facto or otherwise) of any Indebtedness under the Credit Agreement. If an Event of Default specified in clause (h) of Section 6.1(a)(7) above occurs 7.01 with respect to the CompanyBorrower occurs, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Senior Subordinated Notes shall will ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after GOF. After a declaration of acceleration with acceleration, but before a judgment or decree of the money due in respect of the Senior Subordinated Notes has been obtained, GOF by written notice to the Notes as described in Section 6.2(a), the Holders of a majority in principal amount of the Notes Borrower may rescind and cancel such declaration an acceleration and its consequences: consequences if all existing Events of Default (1other than the, nonpayment of principal of and interest on the Senior Subordinated Notes which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice immediately. Notwithstanding the foregoing, in writing to the Company and the Trustee specifying the Event case of Default and that it is a “notice of acceleration.” If an Event of Default specified in arising from clause (g) or (h) of Section 6.1(a)(7) above occurs 6.01 hereof, with respect to the Company, then the unpaid principal any Significant Restricted Subsidiary or any group of (and premiumRestricted Subsidiaries that, if any) and accrued and unpaid interest on taken together, would constitute a Significant Restricted Subsidiary, all the outstanding Notes shall become immediately due and payable without any declaration further action or other act on the part notice. Holders of the Trustee Notes may not enforce this Indenture or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes except as described provided in Section 6.2(a)this Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may rescind direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 hereof has occurred and cancel is continuing, such declaration of acceleration shall be automatically rescinded and its consequences: (1) annulled if the rescission event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured or waived by the holders of the relevant Indebtedness within 30 days after such event of default; provided that no judgment or decree for the payment of the money due on the Notes has been obtained by the Trustee as provided in this Indenture and (i) the annulment of the acceleration of such Notes would not conflict with any judgment or decree; decree of a court of competent jurisdiction and (2ii) if all existing Events of Default have been cured or waivedDefault, except nonpayment of principal or interest on the Notes that has become became due solely because of the acceleration; acceleration of the Notes, have been cured or waived. In the case of any Event of Default occurring by reason of any willful action (3or 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 the optional redemption provisions of this Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the payment acceleration of such interest is lawfulthe Notes. If an Event of Default occurs prior to April 1, interest 2003 by reason of any willful action (or inaction) taken (or not taken) by or on overdue installments behalf of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid with the Trustee its reasonable compensation intention of avoiding the prohibition on redemption of the Notes prior to April 1, 2003, then to the extent permitted by law, upon acceleration of the Notes, an additional premium shall also become and reimbursed be immediately due and payable in an amount, for each of the Trustee years beginning on April 1 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount of the Notes outstanding to the date of payment that would otherwise be due but for its reasonable expenses (including the fees and expenses provisions of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.this sentence): Year Percentage 1998.........................................................108.750% 1999.........................................................107.875% 2000.........................................................107.000% 2001.........................................................106.125% 2002.........................................................105.250%

Acceleration. (a) If an Event In the case of Default (other than an Event of Default specified in clauses (8) or (9) of Section 6.1(a)(7) above 6.01 hereof, with respect to the Company) shall occur Company or a Significant Subsidiary, all outstanding Notes will become due and be 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 principal amount of the then outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to immediately. In the Company and event of a declaration of acceleration of the Trustee specifying 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 6.01, the declaration of acceleration of the Notes shall be automatically annulled if the Holders of any Indebtedness described in clause (6) of Section 6.01 have rescinded the declaration of acceleration in respect of the Indebtedness within 30 days of the date of the declaration and if: (1) the annulment of the acceleration of 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 or interest on the Notes that it is a “notice became due solely because of acceleration.” If the acceleration of the Notes, have been cured or waived. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clauses (8) or (9) of Section 6.1(a)(7) above 6.01 hereof occurs with respect to the CompanyCompany or any of its Restricted Subsidiaries, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the outstanding Notes shall become immediately be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration; ) have been cured or waived. If an Event of Default occurs on or after October 1, 2004 by reason of any willful action (3or 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 payment Notes to the contrary notwithstanding. If an Event of such interest is lawfulDefault occurs prior to October 1, interest 2004 by reason of any willful action (or inaction) taken (or not taken) by or on overdue installments behalf of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid with the Trustee its reasonable compensation 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 reimbursed be immediately due and payable, to the Trustee extent permitted by law, in an amount, for its reasonable expenses each of the periods set forth below, as set forth below (expressed as a percentage of principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): From the date of this Indenture until and including the fees March 31, 2004 106.000 % From April 1, 2004 until and expenses of its counsel)including September 30, disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.2004 104.500 %

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.1(a)(7) 6.1 above with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration.” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clause (f) or (g) of Section 6.1(a)(7) 6.1 above occurs with respect to the CompanyCompany occurs and is continuing, then the all unpaid principal of (of, and premium, if any) , and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) . At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a)the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)expenses, disbursements and advances; and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (f) of Section 6.1, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto.

Acceleration. (a) If an Upon the happening of any Event of Default specified in Section 6.01 (other than an Event of Default specified in Section 6.1(a)(76.01(i) above with respect to the Company) shall occur and be continuingor (j)), the Trustee may, or the Holders of at least 25% in aggregate principal amount of outstanding Notes may may, declare the unpaid principal of (and of, premium, if any) , and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company Issuer (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. If an Event of Default specified of the type described in Section 6.1(a)(76.01(i) above occurs with respect to the Companyor (j) occurs, then the unpaid principal of (such amount shall ipso facto become and premium, if any) and accrued and unpaid interest on all the Notes shall become be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) . At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a)the preceding paragraph, the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Issuer and the Trustee may rescind and cancel such declaration and its consequences: consequences (1a) if the rescission would not conflict with any judgment or decree; , (2b) if all existing Events of Default have been cured or waived, waived except nonpayment of principal of, premium, if any, or interest that has become due solely because of the such acceleration; , (3c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principalprincipal and premium, if any, which has have become due otherwise than by such declaration of acceleration, has been paid; and , (4d) if the Company Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)expenses, disbursements and advancesadvances and (e) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01 (i) or (j), the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has been cured or waived; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of Officers of the Company or the Issuer. No such rescission shall affect any subsequent Default or impair any rights right consequent thereto. Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(f) hereof shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if the Indebtedness that is the subject of such Event of Default has been repaid, or if the default relating theretoto 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 (provided, in each case, that such repayment, waiver, cure or rescission is effected within a period of 10 days from the continuation of such default beyond the applicable grace period (including any extension thereof) or the occurrence of such acceleration), and written notice of such repayment or cure or waiver and rescission, as the case may be, shall have been given to the Trustee by the Issuer and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders or other evidence satisfactory to the Trustee of such events is provided to the Trustee, within 30 days after any such acceleration in respect of the Notes and so long as such rescission of any such acceleration of the Notes does not conflict with any judgment or decree as certified to the Trustee by the Issuer.

Acceleration. All of Employee's Unvested Restricted Stock shall immediately become Vested in the event that: (i) Employee's employment with the Company is terminated without Cause as herein defined; (ii) one hundred eighty (180) days after the closing of a Sale Event (as defined below) provided that Employee shall have remained an employee and/or independent contractor of the Company continuously from the Effective Date through the date which is one hundred and eighty (180) days after the closing of such Sale Event. Notwithstanding the foregoing, in the case of a Sale Event, (i) all of Employee's Unvested Restricted Stock shall immediately become Vested when and if the buyer in the Sale Event does not make available to Employee continuation of Employee's employment for such 180-day period without decrease in compensation, benefits and responsibilities and without required geographic relocation of employment; (ii) pending the vesting of Employee's Unvested Restricted Stock following the Sale Event, the Company (or its successor) shall place in escrow, for the benefit of Employee, the consideration that Employee would have received on the date of the Sale Event for Employee's Unvested Restricted Stock had such Unvested Restricted Stock been fully Vested on the date of the Sale Event, and will pay such escrowed amount (with any interest paid thereon while in escrow) to Employee upon the earlier of (a) If the vesting of such Unvested Restricted Stock or (b) the failure of the Company to exercise its repurchase rights under Section 6 of this Amended and Restated Agreement for more than sixty (60) days after it is ultimately determined that Employee's Unvested Restricted Stock will not vest; and (c) the Company's right of repurchase shall be suspended until it is ultimately determined whether Employee's Unvested Shares will vest. For the above purposes, "Sale Event" will refer to (a) a merger involving the Company incident to which the person or persons holding majority voting control of the Company do not continue to hold majority voting control of the surviving or successor entity; (b) the sale of all or substantially all of the assets of the Company incident to which the person or persons holding majority voting control of the Company do not continue to hold majority voting control of the surviving or successor entity; or (c) the purchase by a third party from shareholders of the Company of shares constituting majority voting control of the Company. For this purpose, "Cause" mans (a) Employee has intentionally engaged in unfair competition with the Company, committed an Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above act or embezzlement, fraud or theft with respect to the property of the Company or deliberately disregarded the rules of the Company, in any such event in such manner as to cause material loss, damage or injury to or otherwise materially to endanger the property, reputation or employees of the Company, (b) shall occur Employee has repeatedly abused alcohol or drugs on the job or in a manner affecting his job performance, (c) Employee has been found guilty of or has plead nolo contendere to the commission of a felony offense; or (d) Employee remains in material willful breach of a material provision of this Amended and be continuingRestated Agreement for fourteen (14) days after receiving notice of such breach from the Company. In case of any dispute concerning (d) above, the Trustee Company shall have the burden of proof to establish that Employee has so failed or breached, as the Holders case may be. In the event that all of Employee's Unvested Restricted Stock shall become Vested pursuant to this Section 5, then any and all options held at least 25% the time by Employee to purchase equity securities in principal amount of outstanding Notes may declare the unpaid principal of (Company, and premiumany and all equity securities in the Company held at the time by Employee, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the extent subject to vesting restrictions (i.e. rights of the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to repurchase same at original cost, which rights lapse over time based on employee's continued service to the Company, then the unpaid principal based on achievement of (milestones, or otherwise, or which rights are not fully exercisable unless and premiumuntil such continued service, if any) and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(amilestones, etc. are satisfied), notwithstanding anything in the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) relevant agreement related to the extent the payment vesting of such interest is lawful, interest on overdue installments of interest and overdue principal, which has option or equity securities shall also become due otherwise than by such declaration of acceleration, has fully vested (but not as to options and/or shares whose milestones for vesting had passed without having been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counselsatisfied), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect occurs and is continuing and is known to the Company) shall occur and be continuingTrustee, the Trustee by written notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by written notice to the Issuers and the Trustee, may declare the unpaid principal of (and premiumof, if any) and accrued and unpaid interest on interest, if any, on, all the Notes to be immediately due and payable by notice in writing to immediately. Upon any such declaration, the Company principal of the Notes shall become due and payable immediately, together with all accrued and unpaid interest thereon. Notwithstanding the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If preceding, if an Event of Default specified in Section 6.1(a)(76.01(a)(ix) above or (x) occurs with respect to the Company, then Finance Corp., any of the unpaid Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, the principal of (and premiumof, if any) and accrued and unpaid interest interest, if any, on all the outstanding Notes shall become immediately due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration notice, together with respect to the Notes as described in Section 6.2(a), the all accrued and unpaid interest thereon. The Holders of a majority in principal amount of the then outstanding Notes by notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: consequences if (1i) if the rescission would not conflict with any judgment or decree; ; (2ii) if all existing Events of Default have been cured or waived, (except with respect to nonpayment of principal principal, interest or interest premium, if any, that has have become due solely because of the acceleration; ) have been cured or waived; (3iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise other than by such declaration of acceleration, has been paid; and and (4iv) if the Company has Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)expenses, disbursements and advances. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (9) or (10) of Section 6.1(a)(7) above 6.1 hereof that occurs with respect to any of the CompanyIssuers, any of the Guarantors or any of their Significant Subsidiaries) occurs and is continuing under this Indenture, then in every such case, unless the Accreted Value of all of the Notes shall occur have already become due and be continuingpayable, either the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of outstanding Notes may the Notes, then outstanding, by written notice to the Issuers (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 unpaid principal of (and Accreted Value of, premium, if any) , and accrued and unpaid interest Interest (and Liquidated Damages, if any) on all the Notes to be due and payable immediately. Upon a declaration of acceleration, such Accreted Value of, premium, if any, and accrued and unpaid Interest (and Liquidated Damages, if any) shall be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” payable. If an Event of Default specified in clause (9) or (10) of Section 6.1(a)(7) above occurs with respect 6.1 hereof, relating to any of the CompanyIssuers, then any of the Guarantors or any of their Significant Subsidiaries occurs, all Accreted Value and accrued and unpaid principal of Interest (and premiumLiquidated Damages, if any) and accrued and unpaid interest on all the Notes shall become thereon will be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Trustee or any Holderthe Holders. (b) At any time after such a declaration of acceleration with respect to being made and before a judgment or decree for payment of the Notes money due has been obtained by the Trustee as described hereinafter provided in Section 6.2(a)this Article VI, the Holders of not less than a majority in aggregate principal amount at maturity of then outstanding Notes, by written notice to the Notes Issuers and the Trustee, may rescind and cancel rescind, on behalf of all Holders, any such declaration of acceleration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) consequences if all existing Events of Default (other than the non-payment of the Accreted Value of, premium, if any, and Interest (and Liquidated Damages, if any) on the Notes which have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has ) have been paid; andcured or waived as provided in Section 6.4 hereof. (4c) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission such waiver shall affect cure or waive any subsequent Default or impair any rights relating theretoright consequent thereon.

Acceleration. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified referred to in Section 6.1(a)(76.01(6) above with respect to the Company) shall occur and be continuingor Section 6.01(7)), then in every such case the Trustee or the Required Holders of at least 25% in may declare the principal amount of outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest interest, if any, on all of the Notes to be immediately due and payable immediately, by a notice in writing to the Company (and to the Trustee specifying the Event of Default if given by Holders), and that it is a “notice of acceleration.” upon any such declaration such principal amount and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 6.1(a)(76.01(6) above occurs with respect to or Section 6.01(7) shall occur, the Company, then the unpaid principal amount of (and premium, if any) and accrued and unpaid interest interest, if any, on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) . At any time after such a declaration of acceleration with respect to any Notes has been made and before a judgment or decree for payment of the Notes money due has been obtained by the Trustee as described hereinafter provided in Section 6.2(a)this Article 6, the Holders of a majority in principal amount of Required Holders, by written notice to the Notes Company and the Trustee, may rescind and cancel annul such declaration of acceleration and its consequences: (1) consequences if the rescission recession would not conflict with any judgment or decree; (2) decree and if all existing Events of Default with respect to Notes, other than the non-payment of the principal and interest, if any, of Notes which have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has have been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advancescured or waived. No such rescission shall affect any subsequent Default or impair any rights relating thereto.right consequent thereon. If the Notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including an Event of Default under Section 6.01(6) or Section 6.01(7) hereof) (each an “Acceleration Event”), the amount of principal of and premium on the Notes that becomes due and payable shall equal 100% of the aggregate principal amount of the Notes plus the Applicable Premium applicable at the time of such Acceleration Event, as if such Acceleration Event were an optional redemption of the Notes accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if an Acceleration Event occurs, the Applicable Premium applicable with respect to an optional redemption of the Notes shall also be due and payable at the time of such Acceleration Event as though the Notes had been optionally redeemed in full at the time of such Acceleration Event and shall constitute part of the Note Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s loss as a result thereof. If the Applicable Premium becomes due and payable, it shall be deemed to be principal of the Notes, and interest shall accrue on the full aggregate principal amount of the Notes (including the Applicable Premium) from and after the occurrence of an Acceleration Event, including in connection with an Event of Default under Section 6.01(6) or Section 6.01(7) hereof. The Applicable Premium payable above shall be presumed to be the liquidated damages sustained by each Holder of the Notes as the result of the acceleration of the Notes and the Company agrees that it is reasonable under the circumstances

Acceleration. (a) If In the case of an Event of Default (arising under Section 6.1(7) hereof, the principal of, premium, if any, accrued and unpaid interest, if any, Additional Amounts, if any, and Liquidated Damages, if any, on all the Notes shall become will become due and payable immediately without further action or notice. If any other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur occurs and be is continuing, the Trustee (upon request of Holders of at least 25% in principal amount of the Notes then outstanding) shall by notice in writing to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying Trustee, declare all Notes to be due and payable, and any such notice shall specify the respective Event of Default and that it such notice is a “"notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to " (the Company"ACCELERATION NOTICE"), then and the unpaid principal of (and of, premium, if any) and , accrued and unpaid interest interest, if any, Additional Amounts, if any, and Liquidated Damages, if any, on all the Notes shall become immediately due and payable payable. In the event of any Event of Default specified in Section 6.1(5) relating to Indebtedness under securities, such Event of Default and all consequences thereof (including, without limitation, any acceleration or resulting payment default) shall be annulled, waived and rescinded automatically 76 and without any declaration or other act on the part of action by the Trustee or any Holder. the Holders, if within 30 days after such Event of Default arose, (bx) At any time after a declaration the Indebtedness or guarantee that is the basis for such Event of acceleration with respect Default has been discharged, (y) the creditors on such Indebtedness have rescinded or waived the acceleration, notice or action, as the case may be, giving rise to the Notes as described in Section 6.2(a), the Holders such Event of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: Default or (1z) if the rescission would not conflict with any judgment or decree; (2) if all existing Events default that is the basis for such Event of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating theretocured.

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in clause (7) or (8) of Section 6.1(a)(7) above 6.1 with respect to the Company) shall occur occurs and be is continuing, the Trustee by notice to the Company or the Holders of at least 2530% in principal amount of the outstanding Notes by written notice to the Company and the Trustee, may declare the unpaid principal of (and of, premium, if any) , and accrued and unpaid interest on all the Notes to be immediately due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable by notice in writing to immediately. In the Company and event of a declaration of acceleration of the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If Notes because an Event of Default specified in clause (4) of Section 6.1(a)(76.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if: (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; (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; provided, that any time period to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction ; and (3) there has been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and reimburse the Trustee for any and all expenses, disbursements and fees incurred by the Trustee, its agents and its counsel, in such capacity, in connection with such acceleration. If an Event of Default described in clause (7) or (8) above occurs with respect to the CompanyCompany occurs and is continuing, then the unpaid principal of (and of, premium, if any) , and accrued and unpaid interest on all the Notes shall will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.

Acceleration. (a) If an any Event of Default (other than an Event those of Default specified the type described in clause (i) of Section 6.1(a)(76.1) above with respect to the Company) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of outstanding Notes may declare the unpaid principal of (all the Notes, together with all accrued and unpaid interest and premium, if any) and accrued and unpaid interest on all the Notes , to be immediately due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it such notice is a “notice of acceleration.” If , and the same shall become immediately due and payable. In the case of an Event of Default specified in clause (i) of Section 6.1(a)(7) above occurs with respect 6.1 hereof, all outstanding Notes shall become due and payable immediately without further action or notice by the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. 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 on or after January 1, 2016, the Companyamount of principal of, then the unpaid principal of (and premium, if any) and accrued and unpaid interest and premium on all the Notes shall become immediately that becomes due and payable without any declaration or other act shall equal the redemption price applicable with respect to an optional redemption of the Notes, in effect on the date of such acceleration as if such acceleration were an optional redemption 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 January 1, 2016, 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 Make Whole Premium in effect on the date of such acceleration, as if such acceleration were an optional redemption of the Notes accelerated. Without limiting the generality of the foregoing, it is understood and agreed that if 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 a voluntary or involuntary bankruptcy or insolvency event (including the acceleration of claims by operation of law) or pursuant to a plan of reorganization), 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 Trustee Obligations hereunder, 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 Company 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 Holder. other means. THE COMPANY EXPRESSLY WAIVES (bTO 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 Company 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 Company giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the premium to Holders as herein described is a material inducement to Holders to purchase the Notes. At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a)Notes, the Holders of a majority in principal amount of the Notes then outstanding (by notice to the Trustee) may rescind and cancel such declaration and its consequencesconsequences if: (1a) if the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction; (2b) if all existing Defaults and Events of Default have been cured or waived, waived except nonpayment of principal of or interest on the Notes that has become due solely because by reason of the such declaration of acceleration; (3c) 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 principal, payments of principal which has become due otherwise than by such declaration of acceleration, acceleration has been paid; and; (4d) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)expenses, disbursements and advances. No rescission shall affect any subsequent ; and (e) in the event of the cure or waiver of an Event of Default of the type described in clause (i) of Section 6.1, the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Event of Default has been cured or impair any rights relating theretowaived.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.1(a)(7) above 6.01 hereof with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to immediately. Upon any such declaration, the Company Notes shall become due and payable immediately. Notwithstanding the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.1(a)(7) above 6.01 hereof occurs with respect to the Company, then the unpaid principal any of (and premiumits Restricted Subsidiaries that are Significant Subsidiaries or any group of Restricted Subsidiaries that, if any) and accrued and unpaid interest on taken as a whole, would constitute a Significant Subsidiary, all the outstanding Notes shall become immediately be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration; ) have been cured or waived. If an Event of Default occurs on or after February 1, 2004 by reason of any willful action (3or 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 payment Notes to the contrary notwithstanding. If an Event of such interest is lawfulDefault occurs prior to February 1, interest 2004 by reason of any willful action (or inaction) taken (or not taken) by or on overdue installments behalf of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid with the Trustee its reasonable compensation 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 reimbursed be immediately due and payable in an amount, for each of the Trustee years beginning on February 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for its reasonable expenses (including the fees and expenses provisions of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.this sentence): Year Percentage ---- ---------- 1999........................................... 118.00% 2000........................................... 115.75% 2001........................................... 113.50% 2002........................................... 111.25% 2003........................................... 109.00%

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.1(a)(7) above 6.01 hereof with respect to the Company, any Restricted Subsidiary that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to immediately. Upon any such declaration, the Company Notes shall become due and payable immediately. Notwithstanding the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.1(a)(7) above 6.01 hereof occurs with respect to the Company, then the unpaid principal any Restricted Subsidiary that constitutes a Significant Subsidiary or any group of (and premiumRestricted Subsidiaries that, if any) and accrued and unpaid interest on taken as a whole, would constitute a Significant Subsidiary, all the outstanding Notes shall become immediately be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration; ) have been cured or waived. If an Event of Default occurs on or after ____________, 2002 by reason of any willful action (3or 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 payment Notes to the contrary notwithstanding. If an Event of such interest is lawfulDefault occurs prior to __________, interest 2002 by reason of any willful action (or inaction) taken (or not taken) by or on overdue installments behalf of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid with the Trustee its reasonable compensation 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 reimbursed be immediately due and payable in an amount, for each of the Trustee years beginning on ______ of the years set forth below, as set forth below (expressed as a percentage of the amount that would otherwise be due but for its reasonable expenses (including the fees and expenses provisions of its counsel)this paragraph plus accrued interest, disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.if any, to the date of payment): Year Percentage ---- ---------- 1998..............................................._______% 1999..............................................._______% 2000..............................................._______% 2001..............................................._______%

Acceleration. (a) If an Event of Default (other than an Event of Default specified described in Section 6.1(a)(76.01(7) above or (8) with respect to the Company) shall occur have occurred and be continuing, then the Trustee or the Holders of at least not less than 25% in aggregate principal amount of outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes then outstanding may by written notice to the Company declare to be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event entire principal amount of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes then outstanding plus accrued but unpaid interest to the date of acceleration and such amounts shall become immediately due and payable or if there are any amounts outstanding under or in respect of the Senior Credit Facility, such amounts shall become due and payable upon the first to occur of an acceleration of amounts outstanding under or in respect of the Senior Credit Facility or five business days after receipt by the Company and the representative of the holders of Senior Indebtedness under or in respect of the Senior Credit Facility of notice of the acceleration of the Notes; PROVIDED, HOWEVER, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Majority Holders may rescind and annul such acceleration and its consequences if all existing Events of Default, other than the nonpayment of accelerated principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived and if the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default described in Section 6.01(7) or (8) with respect to the Company shall occur, the principal and interest amount with respect to all of the Notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or Holders of the Notes. In the case of any Holder. (b) At any time after a declaration Event of acceleration with respect Default pursuant to the provisions of Section 6.01 occurring by reason of any wilful 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 as described pursuant to Section 6 of the Notes, an equivalent premium shall, upon the amounts referred to in Section 6.2(a)the immediately preceding paragraph becoming due and payable, also become and be immediately due and payable to the Holders extent permitted by law, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of a majority in principal amount Default occurs prior to February 1, 2004 by reason of any wilful 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 may rescind and cancel such declaration and its consequences: (prior to February 1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because 2004, pursuant to Section 6 of the acceleration; (3) Notes, then the premium payable for purposes of this paragraph shall be equal to the extent interest rate per annum then being paid on the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating theretoNotes.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur outstanding Notes of any tranche occurs and be is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes of such tranche may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes of such tranche to be immediately due and payable by notice in writing to immediately. Notwithstanding the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If foregoing, if an Event of Default specified in clause (viii) or (ix) of Section 6.1(a)(7) above 6.01 hereof with respect to outstanding Notes of any tranche occurs with respect to the Company, then the unpaid principal any Restricted Subsidiary that constitutes a Significant Subsidiary or any group of (and premiumRestricted Subsidiaries that, if any) and accrued and unpaid interest on taken together, would constitute a Significant Subsidiary, all the outstanding Notes of such tranche shall become immediately be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes of such tranche by written notice to the Trustee may on behalf of all of the Holders of Notes of such tranche rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration; ) have been cured or waived. If an Event of Default with respect to outstanding Notes Due 2009, but not Notes Due 2006, occurs by reason of any willful action (3or 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 Due 2009 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 Holders of Notes Due 2009, to the extent permitted by law, anything in this Indenture or in the payment Notes to the contrary notwithstanding. If an Event of such interest is lawfulDefault occurs prior to November 15, interest 2004 by reason of any willful action (or inaction) taken (or not taken) by or on overdue installments behalf of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid with the Trustee its reasonable compensation intention of avoiding the prohibition on redemption of the Notes Due 2009 prior to such date, then, upon acceleration of the Notes Due 2009, an additional premium shall also become and reimbursed be immediately due and payable in an amount, for each of the Trustee years beginning on November 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for its reasonable expenses (including the fees and expenses provisions of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.this sentence): Year Percentage ---- ---------- 1999 ...................................... 109.500% 2000 ...................................... 108.550% 2001 ...................................... 107.600% 2002 ...................................... 106.650% 2003 ...................................... 105.700%

Acceleration. (a) If an Event In the case of Default (other than an Event of Default specified in clause (7) or (8) of Section 6.1(a)(7) above with respect to the Company) shall occur 6.01 hereof, all outstanding Notes will become due and be payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Companypayable. Upon any such declaration, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, (except nonpayment of principal or premium, if any, interest or Additional Interest, if any, that has become due solely because of the acceleration;) have been cured or waived. (3b) 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(b) (if such Event of Default occurs prior to July 15, 2007) or Section 3.07(c) (if such Event of Default occurs on or after July 15, 2007), then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law. (c) Section 6.02(b) refers only to those times when the Company, while solvent, voluntarily, knowingly, deliberately or intentionally avoids payment of the premium referred to in Section 6.02(b) and is not intended to encompass those situations in which such interest is lawful, interest on overdue installments a payment of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if premium would render the Company has paid insolvent or force a bankruptcy, liquidation or reorganization of the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses Company, or where non-payment is a result of its counsel), disbursements and advances. No rescission shall affect any subsequent Default financial distress or impair any rights relating theretoadverse financial condition.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in clause (vii) or (viii) of Section 6.1(a)(76.01 hereof) above with respect to the Company) shall occur occurs and be continuingis continuing under this Indenture, the Trustee or the Holders of at least 2530% in principal amount of the then total outstanding Notes may declare the unpaid principal of (and principal, premium, if any) , interest and accrued and unpaid interest any other monetary obligations on all the then outstanding Notes to be immediately due and payable by provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five Business Days after the giving of written notice in writing to the Company Issuer and the Representative under the Credit Agreement and (ii) the day on which any Bank Indebtedness is accelerated. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The Trustee specifying shall have no obligation to accelerate the Event Notes if in the best judgment of Default and that it the Trustee acceleration is a “notice not in the best interests of acceleration.” If the Holders of the Notes. Notwithstanding the foregoing, in the case of an Event of Default specified in arising under clause (vii) or (viii) of Section 6.1(a)(7) above occurs with respect to the Company6.01 hereof, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the outstanding Notes shall become immediately be due and payable immediately without any declaration further action or other act on the part notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee or may on behalf of all of the Holders of all of the Notes rescind any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) consequences if the such rescission would not conflict with any judgment or decree; (2) decree of a court of competent jurisdiction and if all existing Events of Default have been cured or waived, (except nonpayment of principal principal, interest or interest premium that has become due solely because of the acceleration;) have been cured or waived. In the event of any Event of Default specified in clause (iv) of Section 6.01 hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Issuer delivers an Officer’s Certificate to the Trustee stating that: (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or (2) Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (3) to the extent default that is the payment basis for such Event 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, Default has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating theretocured.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(76.1(6) above with respect to the Companyor (7)) shall occur occurs and be is continuing, the Trustee or the Holders of at least not less than 25% in principal amount of the Notes then outstanding Notes may may, by notice to the Company, declare the all unpaid principal of (and premium, if any) , and accrued and unpaid interest to the date of acceleration on all the Notes then outstanding (if not then due and payable) to be due and payable upon any such declaration, and the same shall become and be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” payable. If an Event of Default specified in Section 6.1(a)(76.1(6) above occurs with respect to the Companyor (7) occurs, then the all unpaid principal of (and premium, if any) , and accrued and unpaid interest on all the Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. . The Purchasers of a majority in principal amount of the Notes then outstanding by notice to the Company may rescind an acceleration and its consequences if (bi) At any time after a all existing Events of Default, other than the nonpayment of the principal of and accrued interest on the Notes which has become due solely by such declaration of acceleration acceleration, have been cured or waived; (ii) the Company has paid or deposited with respect an escrow agent reasonably acceptable to the Notes as described in Section 6.2(a), the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: then outstanding a sum sufficient to pay (1a) if all overdue interest on the rescission would not conflict with Notes, (b) the principal of any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that Note which has become due solely because otherwise then by such declaration of the acceleration; , and (3c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and and (4iii) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses rescission would not conflict with any judgment or decree of its counsel), disbursements and advancesa court of competent jurisdiction. No such rescission shall affect any subsequent Default default or impair any rights relating theretoright consequent thereon. Anything herein contained to the contrary notwithstanding, in the event of any acceleration pursuant to this Section 6.2, the Company shall not be obligated to pay any premium which it would have had to pay if it had then elected to prepay the Notes pursuant to paragraph 5 of the Notes, except 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 or a Guarantor with the intention of avoiding payment of the premium which it would have had to pay if it had then elected to prepay the Notes pursuant to paragraph 5 of the Notes, in which case an equivalent premium shall also become and be immediately due and payable to the extent permitted by law.

Acceleration. If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise): (i) the Issuers default in the payment of any principal of or Yield-Maintenance Amount payable with respect to any Note or any fee that may be due in connection with any of the matters specified in paragraph 11B(ii)(C) when the same shall become due, either by the terms thereof or otherwise as herein provided; or (ii) the Issuers default in the payment of any interest on any Note for more than 3 Business Days after the date due; or (iii) (A) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Existing Note Purchase Agreement or the Prudential NPA beyond any period of grace provided with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in such agreements (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such obligation to become due prior to any stated maturity, or any such obligation shall be declared to be due and payable, or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or (B) any Obligor or any Subsidiary defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on Indebtedness or any Capitalized Lease Obligation, any obligation under a conditional sale or other title retention agreement, any obligation issued or assumed as full or partial payment for property whether or not secured by a purchase money mortgage or any obligation under notes payable or drafts accepted representing extensions of credit (other than, in each case in this paragraph 7A(iii)(B), (x) the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Existing Note Purchase Agreement and the Prudential NPA, which are addressed in paragraph 7A(iii)(A), and (y) any Indebtedness, Capitalized Lease Obligations or other obligation in an aggregate principal amount that does not exceed $20,000,000) beyond any period of grace provided with respect thereto, or the Obligors or any Subsidiary fail to perform or observe any other agreement, term or condition contained in any agreement under which any such obligation is created (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or to permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause, such obligation to become due prior to any stated maturity, or any such obligation shall be declared to be due and payable; or required to be prepaid or redeemed (other than a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase, repurchase or defease such obligation shall be required to be made (other than in respect of an event of the type requiring an offer to prepay hereunder pursuant to paragraphs 4D or 4E), in each case prior to the stated maturity thereof; or (iv) any representation or warranty made by or on behalf of any Obligor or by any officer of any Obligor herein or in any other Financing Document or other writing furnished in connection with or pursuant to this Agreement or the transactions contemplated hereby shall be false in any material respect on the date as of which made; or (v) the Issuers fail to perform or observe any agreement contained in paragraph 6 or paragraphs 5A, 5D (solely with respect to either Issuer’s existence), 5J(a) or 5O; or (vi) the Company or any other Obligor fails to perform or observe any other agreement, term or condition contained herein or in any other Financing Document and such failure shall not be remedied within 30 days after the earlier of (A) any Responsible Officer obtaining actual knowledge thereof or (B) notice thereof being given to the Issuers by any Purchaser; or (vii) the Company or any Subsidiary makes an assignment for the benefit of creditors or is generally not paying its debts as such debts become due; or (viii) any decree or order for relief in respect of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary is entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law, whether now or hereafter in effect (herein called the “Bankruptcy Law”), of any jurisdiction; or (ix) the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or of any substantial part of the assets of the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or commences a voluntary case under the Bankruptcy Law of the United States or any proceedings relating to the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary under the Bankruptcy Law of any other jurisdiction; or (x) any such petition or application is filed, or any such proceedings are commenced, against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and the Company, such Material Subsidiary or such Subsidiary (as applicable) by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or decree remains unstayed and in effect for more than 60 days; or (xi) any order, judgment or decree is entered in any proceedings against the Company decreeing the dissolution of the Company and such order, judgment or decree remains unstayed and in effect for more than 60 days; or (xii) any order, judgment or decree is entered in any proceedings against the Company or any Subsidiary decreeing a split-up of the Company or such Subsidiary which requires the divestiture of assets representing a substantial part, or the divestiture of the stock of a Subsidiary whose assets represent a substantial part, of the consolidated assets of the Company and its Subsidiaries (determined in accordance with GAAP) or which requires the divestiture of assets, or stock of a Subsidiary, which shall have contributed a substantial part of the consolidated net income of the Company and its Subsidiaries (determined in accordance with GAAP) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than 60 days ( as used in this clause (xii), “substantial” shall mean in excess of 20% of consolidated assets or consolidated net income, as the case may be); or (xiii) any one or more judgments or orders in an aggregate amount in excess of $20,000,000, to the extent such judgments or orders are not covered by insurance for which coverage has been acknowledged by the insurance carrier, are rendered against the Company, any Material Subsidiary or, to the extent such action could reasonably be expected to have a Material Adverse Effect, any other Subsidiary and either (a) If an Event enforcement proceedings have been commenced by any creditor upon any such judgments or orders or (b) within 30 days after entry thereof, any such judgments or orders are not discharged or execution thereof stayed pending appeal, or within 30 days after the expiration of Default any such stay, any such judgments or orders are not discharged; or (xiv) (A) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (B) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of such proceedings, (C) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $20,000,000, (D) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (E) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (F) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (A) through (F) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or (xv) a Change in Control shall occur or exist; or (xvi) any provision of the Subsidiary Guarantee Agreement shall for any reason cease to be valid and binding on, or enforceable against any Subsidiary Guarantor, or any Subsidiary Guarantor or other Obligor shall so state in writing, or any Subsidiary Guarantor shall seek to terminate its Guarantee under the Subsidiary Guarantee Agreement; (xvii) any other Financing Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of Notes and all other amounts owing under the Financing Documents, ceases to be in full force and effect; or any Obligor or any other Person contests in any manner the validity or enforceability of any Financing Document; or any Obligor denies that it has any or further liability or obligation under any Financing Document, or purports to revoke, terminate or rescind any Financing Document, or an event of default occurs under any Financing Document, other than this Agreement (after giving effect to any applicable grace period); (a) if such event is an Event of Default specified in Section 6.1(a)(7clause (i) above with respect to the Companyor (ii) shall occur and be continuingof this paragraph 7A, the Trustee holder of any Note (other than the Obligors or any of their Subsidiaries or Affiliates) may at its option during the Holders continuance of at least 25% in principal amount such Event of outstanding Notes may declare the unpaid principal of (and premiumDefault, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company Issuers, declare such Note to be, and the Trustee specifying the Event of Default such Note shall thereupon be and that it is a “become, immediately due and payable at par, together with interest accrued thereon, without presentment, demand, protest or other notice of acceleration.” If any kind, all of which are hereby waived by the Issuers, (b) if such event is an Event of Default specified in Section 6.1(a)(7clause (viii), (ix) above occurs or (x) of this paragraph 7A with respect to the Companyany Obligor, then the unpaid principal all of (and premium, if any) and accrued and unpaid interest on all the Notes at the time outstanding shall automatically become immediately due and payable without any declaration or other act on payable, together with interest accrued thereon and the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Notes as Issuers, on behalf of themselves and the other Obligors, and (c) with respect to any event constituting an Event of Default (including an event described in Section 6.2(aclause (a), above), the Holders of a majority Required Holder(s) may at its or their option, by notice in principal amount writing to the Issuers, declare all of the Notes may rescind to be, and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; Notes shall thereupon be and become, immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuers. The Issuers acknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Issuers (3except as herein specifically provided for) to and that the extent the provision for payment of the Yield-Maintenance Amount by the Issuers in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by right under such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating theretocircumstances.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur occurs and be is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately, together with all accrued and unpaid principal of (interest, Additional Interest, if any, and premium, if any) and accrued and unpaid interest on all , thereon. Notwithstanding the Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If preceding, if an Event of Default specified in clause (i) or (j) of Section 6.1(a)(7) above 6.01 hereof occurs with respect to the Company, then Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes shall become due and payable without further action or notice, together with all accrued and unpaid principal of (interest, Additional Interest, if any, and premium, if any) and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the thereon. The Holders of a majority in principal amount of the then outstanding Notes by notice to the Trustee may on behalf of all of the Holders rescind and cancel such declaration an acceleration and its consequences: (1) consequences if the rescission would not conflict with any judgment or decree; (2) decree and if all existing Events of Default have been cured or waived, (except with respect to nonpayment of principal principal, interest, premium or interest Additional Interest, if any, that has have become due solely because of the acceleration; ) have been cured or waived. If an Event of Default occurs by reason of any willful action (3or inaction) taken (or not taken) by or on behalf of an Issuer with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to Section 3.07(a) hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the payment acceleration of such interest is lawfulthe Notes. If an Event of Default occurs prior to March 1, interest 2013 by reason of any willful action (or inaction) taken (or not taken) by or on overdue installments behalf of interest an Issuer with the intention of avoiding the prohibition on redemption of the Notes prior to that date, then the premium specified in Section 3.07(a) with respect to the first year that the Notes may be redeemed at the Issuers’ option pursuant to Section 3.07(a) will also become immediately due and overdue principal, which has become due otherwise than payable to the extent permitted by such declaration law upon the acceleration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating theretoNotes.

Acceleration. (a) If an Event of Default under Section 6.1 hereof (other than an Event of Default specified in Section 6.1(a)(76.1(v) above or (vi) with respect to the CompanyIssuers) shall occur and be continuing, the Trustee or acting at the written direction of the Holders of at least 2530% in aggregate principal amount of the then-outstanding Notes may declare the unpaid principal of (the Notes and premium, if any) and any accrued and unpaid interest on all the Notes to be immediately due and payable by notice in writing to the Company Issuers and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration.,” and the same shall become immediately due and payable. Upon such declaration of acceleration, the aggregate principal amount of, and accrued and unpaid interest on all of the outstanding Notes shall 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 of the Notes. After such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on such Notes, have been cured or waived as provided in this Indenture. If an Event of Default specified in Section 6.1(a)(76.1(v) above occurs or (vi) with respect to the CompanyIssuers occurs and is continuing, then the all unpaid principal of (of, and premium, if any) , and accrued and unpaid interest interest, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration Holder of acceleration with respect the Notes. The Required Holders by written notice to the Notes as described in Section 6.2(a), Trustee may on behalf of the Holders of a majority in principal amount all of the Notes may rescind waive any existing Default or Event of Default and cancel such declaration its consequences under this Indenture and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, waived except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and; (4) if the Company has Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel)costs, 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 6.1(v) or (vi), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in Section 6.1(a)(7) above with respect to the Company) shall occur occurs and be is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable by immediately; provided, however, that, so long as any Designated Senior Debt shall be outstanding, no such acceleration shall be effective until the earlier of (i) acceleration of any such Designated Senior Debt or (ii) five business days after the giving of written notice in writing to the Company and the Trustee specifying representatives under the Event Designated Senior Debt of Default and that it is a “notice such acceleration. Notwithstanding the foregoing, in the case of acceleration.” If an Event of Default specified in clauses (h) or (i) of Section 6.1(a)(76.01, all outstanding Notes will become due and payable without further action or notice. In the event of any Event of Default specified in clause (e) above occurs of Section 6.01, such Event of Default and all consequences thereof (including, without limitation, any acceleration or 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 20 days after such Event of Default arose (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged in a manner that does not violate the terms of this Indenture or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default. 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 respect 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 the Companyoptional redemption provisions of Section 3.07(a) hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to September 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to September 15, 2002, then the unpaid amount payable in respect of such Notes for purposes of this paragraph for each of the twelve-month periods beginning on September 15 of the years indicated below shall be set forth below, expressed as percentages of the principal amount that would otherwise be due but for the provisions of (and premiumthis sentence, if any) and plus accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect Liquidated Damages, if any, to the Notes as described in Section 6.2(a), the Holders date of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances. No rescission shall affect any subsequent Default or impair any rights relating thereto.payment: Year Percentage ---- ---------- 1997................................................... 110.375% 1998................................................... 109.338% 1999................................................... 108.300% 2000................................................... 107.263% 2001................................................... 106.225%

Acceleration. (a) If an Event of Default (other than an Event of Default specified in Section 6.1(a)(76.01(e) above or (f) with respect to the CompanyIssuer) shall occur occurs and be is continuing, the Trustee by written notice to the Issuer or the Holders of at least 2530% in of the aggregate principal amount of outstanding Notes by written notice to the Issuer and the Trustee, may declare the unpaid principal of (and of, premium, if any) , and accrued and but unpaid interest interest, if any, on all the Notes to be immediately due and payable. Upon such a declaration, such principal and interest, if any, shall be due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” immediately. If an Event of Default specified in Section 6.1(a)(76.01(e) above occurs or (f) with respect to the CompanyIssuer occurs, then the unpaid principal of (and of, premium, if any) , and accrued and unpaid interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. (b) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.2(a), the Holders. The Holders of a majority in principal amount of the outstanding Notes by notice to the Trustee may rescind and cancel any such declaration acceleration with respect to the Notes and its consequences: (1) if the rescission would not conflict with any judgment or decree; (2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses consequences (including the fees and expenses any Default under clause (a) or (b) of its counselSection 6.01 that directly resulted from such acceleration), disbursements and advances. No such rescission shall affect any subsequent Default or impair any rights relating right consequent thereto. In the event of any Event of Default specified in Section 6.01(d), such Event of Default and all consequences thereof (including, without limitation, the declaration of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose, the Issuer delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, (y) the holders thereof have rescinded or waived the acceleration, default, notice or action (as the case may be) giving rise to such Event of Default or (z) the default or acceleration that is the basis for such Event of Default has been cured or waived.