Common use of Acceleration Clause in Contracts

Acceleration. If an Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 7.01 with respect to the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount of the Notes then outstanding may, by written notice to the Company and the Trustee, declare 100% of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After any acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (h7) or (i) 8) of Section 7.01 6.1 with respect to the CompanyCompany or the Issuer) occurs and is continuing, the Trustee may, by written notice to the Company, Issuer or the Holders of at least 2530% in principal amount of the outstanding Notes then outstanding may, by written notice to the Company Issuer and the Trustee, may declare 100% of the principal of of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration, such principal, premium 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 specified in clause (4) of Section 6.1 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) of Section 6.1 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 to or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and to reimburse the Trustee for reasonable 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) of Section 6.1 with respect to the Company or the Issuer occurs and is continuing, all the principal of, premium, if any, and accrued and unpaid interest on all the Notes shall will become and be immediately due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After any acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent theretoHolders.

Acceleration. If an any Event of Default (other than an Event those of Default specified the type described in clause (hSection 6.01(x) or (ixi) of Section 7.01 with respect to the CompanyCompany or the Co-Issuer) occurs shall have occurred and is continuing, the Trustee may, by written notice to and the CompanyTrustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of the outstanding Notes then outstanding may, by written notice to the Company and the Trustee, declare 100% of the principal of and all the Notes, together with all accrued and unpaid interest on all the Notes then outstanding and premium, if any, to be due and payable by notice in writing to the Issuers and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable. Upon such a declaration In the case of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause specified in Section (hx) or (ixi) of Section 7.01 (except 6.01 hereof with respect to any Significant Subsidiary)the Company or the Co-Issuer, the aggregate principal such amount of, and accrued and unpaid interest on, with respect to all the Notes shall will become and be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Notes. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. At any Holder. After any accelerationtime after a declaration of acceleration with respect to the Notes, but before a judgment or decree based on accelerationacceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration then outstanding (by notice to the Trustee if Trustee) may rescind and cancel that declaration and its consequences if: (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and jurisdiction; (b) all existing Defaults and Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of and or interest on the notes Notes that have has become due solely by such declaration of acceleration; (c) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid; (d) the Issuers have paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (e) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(x) or (xi), the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(h) or (i) of Section 7.01 with respect to the Company)) occurs and is continuing, the Trustee may, by written notice to the CompanyIssuer, or the Holders of at least 25% in aggregate principal amount of the Notes then at the time outstanding may, by written notice to the Company Issuer and the Trustee, may declare 100% of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payablepayable at their principal amount together with accrued interest (including Liquidated Damages, if any). Upon such a declaration of acceleration, all such principal and accrued and unpaid interest on to the Notes date of payment shall be immediately due and payable immediatelypayable. Upon If an Event of Default arising out is cured prior to any such declaration by the Trustee or the Holders, the Trustee and the Holders shall not be entitled to declare the Notes due and payable as provided herein as a result of clause (hsuch cured Event of Default and any such cured Event of Default shall be deemed waived by the Holders and the Trustee. If an Event of Default specified in Section 6.01(h) or (i) of Section 7.01 above occurs and is continuing, then the principal and the accrued interest (except with respect to any Significant Subsidiary)including Liquidated Damages, the aggregate principal amount of, and accrued and unpaid interest on, if any) on all the Notes shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderNoteholders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the Notes mayat the time outstanding, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee (and without notice to any other Noteholder) may rescind or annul an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of and any accrued cash interest on the notes (including Liquidated Damages, if any) that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 7.06 have been cured or waivedpaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(3) or (i) of Section 7.01 with respect to the Company4)) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount of the Notes then Securities at the time outstanding may, by written notice to the Company and the Trustee, may declare 100% of the principal of Issue Price and accrued and unpaid interest Original Issue Discount to the date of declaration on all the Notes then outstanding Securities to be immediately due and payable. Upon such a declaration of accelerationdeclaration, all principal such Issue Price and accrued and unpaid interest on the Notes Original Issue Discount shall be due and payable immediately. Upon If an Event of Default arising out of clause (hspecified in Section 6.01(3) or (i4) of Section 7.01 (except with respect to any Significant Subsidiary)occurs and is continuing, the aggregate principal amount of, Issue Price and accrued and unpaid interest on, Original Issue Discount on all the Notes Securities shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderHolders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount Principal Amount of the Notes maySecurities at the time outstanding, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Company and the Trustee (and without notice to any other Securityholder), may rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of Issue Price and interest on the notes accrued Original Issue Discount that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 7.07 have been cured or waivedpaid. No such rescission shall affect any subsequent default Default or Event of Default or impair any right consequent thereto.

Acceleration. (a) If an any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 7.01 with respect to the Company) occurs and is continuing, the Trustee mayTrustee, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding mayNotes, by written notice to the Company and the Trustee, may declare 100% of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest onsuch declaration, the Notes shall become due and be payable immediately, together with all accrued and unpaid interest and premium, if any, thereon. Notwithstanding the preceding, if an Event of Default specified in clause (j) or (k) of Section 6.01 occurs with respect to the Company or any Guarantor, all outstanding Notes shall become due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holder. After any accelerationnotice, but before a judgment or decree based on accelerationtogether with all accrued and unpaid interest and premium, the if any, thereon. (b) The Holders of a majority in aggregate principal amount of the then outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and if (b1) all existing Events of DefaultDefault (except with respect to nonpayment of principal, other than the uncured non-payment of the principal of and interest on the notes or premium, if any, that have become due solely by such declaration because of the acceleration, ) have been cured or waivedwaived and (2) the Company has deposited with the Trustee a sum sufficient to pay all sums and advances paid by the Trustee and its agents and counsel and the reasonable compensation, expenses and disbursements of the Trustee incurred in connection with such Event of Default. No such rescission shall affect any subsequent default Default or impair any right consequent theretothereon. (c) If the Notes are accelerated or otherwise become due prior to their Stated Maturity, 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 Section 3.07, in effect on the date of such acceleration as if such acceleration were an optional redemption of the Notes accelerated. (d) 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 Stated Maturity, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the premium applicable with respect to an optional redemption of the Notes will also be due and payable, in cash, as though the Notes were optionally redeemed pursuant to Section 3.07 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 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 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 COMPANY EXPRESSLY WAIVES

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (h) or (i) of Section 7.01 with respect to the Company7.1(vi)) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount of the Notes then outstanding may, Securities by written notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare 100% of the principal of of, premium, if any, and accrued and unpaid interest interest, if any, on all the Notes then outstanding Securities to be due and payable. Upon such a declaration of accelerationdeclaration, all principal such principal, premium and accrued and unpaid interest on the Notes shall will be due and payable immediately. Upon In the event of a declaration of acceleration of the Securities because an Event of Default arising out of clause (hdescribed in Section 7.1(v) or (i) of Section 7.01 (except with respect to any Significant Subsidiary)has occurred and is continuing, the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part of acceleration of the Trustee Securities shall be automatically annulled if the Event of Default or any Holder. After any acceleration, but before payment default triggering such Event of Default pursuant to Section 7.1(v) shall be remedied or cured by the Company or a judgment Restricted Subsidiary or decree based on acceleration, waived by the Holders of a majority in aggregate principal amount the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the Notes may, except with respect to acceleration of the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee if (a) the rescission Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (b2) all existing Events of Default, other than the uncured non-payment except nonpayment of the principal of and principal, premium or interest on the notes Securities that have become became due solely by such declaration because of accelerationthe acceleration of the Securities, have been cured or waived. No such rescission shall affect If an Event of Default described in Section 7.1(vi) occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any subsequent default declaration or impair other act on the part of the Trustee or any right consequent theretoHolders.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clause clauses (h) or and (i) of Section 7.01 with respect to the Company6.1) occurs and is continuing, then and in every such case the Trustee mayTrustee, by written notice to the Company, or the Holders holders of at least 25% in aggregate principal amount of the Notes then outstanding mayNotes, by written notice to the Company and the Trustee, may, and the Trustee at the request of such holders shall, declare 100% of the unpaid principal of of, and premium, if any, and accrued and unpaid interest on on, all the Notes then outstanding Notes to be due and payable; provided, that such amount shall not be declared due and payable unless the Trustee shall have given prompt prior notice thereof to the Designated Senior Lender. Upon such a declaration of accelerationdeclaration, all principal such principal, premium, if any, and accrued and unpaid interest on shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Notes to the contrary, but subject to the provisions of Article 11 hereof. The holders of at least a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may rescind an acceleration of the Notes and its consequences if all existing Events of Default (other than nonpayment of principal of or premium, if any, and interest on, the Notes which has become due solely by virtue of such acceleration) have been cured or waived, the amounts payable to the Trustee under Section 7.7 shall be due have been paid and payable immediatelyif the rescission would not conflict with any judgment or decree of any court of competent jurisdiction. Upon an No such rescission shall affect any subsequent Default or Event of Default arising out or impair any right consequent thereto. If any Event of clause Default with respect to the Company specified in clauses (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary)6.1 occurs, the aggregate all unpaid principal amount of, of and accrued and unpaid interest on, on the Notes then outstanding shall become and be automatically due and payable immediately payable, subject to the provisions of Article 11 hereof without any declaration or other act on the part of the Trustee or any Holder. After any acceleration, but before a judgment or decree based on acceleration, the Holders holder of a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent theretoNotes.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(8) or (i) of Section 7.01 with respect to the Company6.01(9)) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then Securities at the time outstanding may, by written notice to the Company and the Trustee, may declare 100% the principal amount of the principal of Securities together with any accrued and unpaid Interest and accrued and unpaid interest Liquidated Damages, if any on all the Notes then outstanding Securities to be immediately due and payable. Upon such a declaration of accelerationdeclaration, all principal and accrued and unpaid interest on the Notes such accelerated amount shall be due and payable immediately. Upon If an Event of Default arising out of clause (hspecified in Section 6.01(8) or (i6.01(9) of Section 7.01 (except with respect to any Significant Subsidiary)occurs and is continuing, the aggregate principal amount of, of the Securities together with any accrued and unpaid Interest and accrued and unpaid interest onLiquidated Damages, if any, on all the Notes Securities shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderSecurityholders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the Notes maySecurities at the time outstanding, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal amount of the Securities and interest on the notes any accrued and unpaid Interest, and accrued and unpaid Liquidated Damages, if any, that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 7.07 have been cured or waivedpaid. No such rescission shall affect any subsequent default Event of Default or impair any right consequent thereto. For the avoidance of doubt, nothing in this Indenture is intended to provide creditor rights for amounts in excess of the principal amount of any Security, plus accrued and unpaid Interest and Liquidated Damages, if any.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in clause (h) 8) or (i9) of Section 7.01 6.01 with respect to the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding may, Securities by written notice in writing to the Company and may declare the Trustee, declare 100% of the unpaid principal of and accrued and unpaid interest to the date of acceleration on all the Notes then outstanding Securities to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately and, upon any such declaration, such principal amount and accrued interest, notwithstanding anything contained in this Indenture or the Securities to the contrary, shall become immediately due and payable. If an Event of Default specified in clause (8) or (9) of Section 6.01 with respect to the Company occurs, all unpaid principal of and accrued interest on all outstanding Securities shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. After any a declaration of acceleration, but before a judgment or decree based on accelerationof the money due in respect of the Securities has been obtained, the Holders of not less than a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration Securities then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if all existing Events of Default (aother than the nonpayment of principal of and interest on the Securities 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 of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waiveddecree. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default as specified in clause (hSection 6.01(a)(7) or (i) of Section 7.01 with respect to the Company8)) occurs and is continuing, either the Trustee may, by written notice to the Company, or the Holders of at least 25not less than 30% in aggregate principal amount of the Notes then outstanding mayNotes, by written notice to the Company (and to the TrusteeTrustee if such notice is given by the Holders), may declare 100% of all the unpaid principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payablepayable as shall be provided in this Indenture. Upon such a declaration of acceleration, all such principal and accrued and unpaid interest on the Notes shall will be due and payable immediately10 days after receipt by the Company of such written notice. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act No action on the part of the Trustee or any HolderHolder of such Notes is required for such acceleration if an Event of Default specified in Section 6.01(a)(7) or (8) above has occurred and is continuing with respect to the Company. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of at least a majority in aggregate principal amount of the Notes maymay rescind an acceleration and its consequences if (1) all existing Events of Default, except with respect to other than the uncured nonpayment of principal of or interest on the Notes which have become due solely because of the acceleration, have been cured or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind waived or are being waived concurrently and annul such acceleration by notice to the Trustee if (a2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction. A declaration of acceleration because of an Event of Default specified in Section 6.01(a)(4) would be automatically annulled if the Indebtedness referred to therein were discharged, or the holders thereof rescinded their declaration of acceleration referred to therein, within 30 days after the acceleration of the Notes and (b) all existing Events no other Event of Default, other than the uncured except non-payment of the principal of and or interest on the notes Notes that have become became due solely by such declaration because of accelerationthe acceleration of the Notes, have had occurred and not been cured or waived. No waived during such rescission shall affect any subsequent default or impair any right consequent theretoperiod.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 7.01 with respect to the CompanyCompany resulting from sub-clauses (7) occurs or (8) above), shall have occurred and is continuingbe continuing under the Indenture, the Trustee may, by written notice to the Company, or the Holders of at least 25% 25 percent in principal amount of the Notes Securities of the applicable Series then outstanding may, by written notice to the Company and the Trustee, may declare 100% all Securities of the principal of and accrued and unpaid interest on all the Notes then outstanding such Series to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon such declaration of acceleration, the amounts due and payable on the Securities of such Series will be due and payable immediately. If an Event of Default arising out of clause with respect to the Company specified in sub-clauses (h7) or (i) 8) above occurs, all amounts due and payable on the Securities of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall such Series will ipso facto become and be immediately due and payable immediately without any declaration declaration, notice or other act on the part of the Trustee and the Company or any Holder. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the Notes may, except Securities of such Series then outstanding by written notice to the Trustee and the Company may waive any Default or Event of Default (other than any continuing Default or Event of Default in payment of principal or interest) with respect to such Series of Securities under the uncured Indenture. Holders of a majority in principal amount of the then outstanding Securities of such Series may rescind an acceleration with respect to such Series and its consequence (except an acceleration due to nonpayment of principal or interest or with respect to on the failure to pay and/or deliver the consideration due upon conversion, rescind and annul Securities of such acceleration by notice to the Trustee Series) if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, Default have been cured or waived. No such rescission shall extend to or shall affect any subsequent default Event of Default, or shall impair any right or power consequent theretothereon.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(3) or (i) of Section 7.01 with respect to the Company4)) occurs and is continuing, unless the Principal Amount of all the Securities shall have already become due and payable, either the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount of the Notes then Securities at the time outstanding may, by written notice to the Company and the Trustee, may declare 100% of the principal of Issue Price and accrued and unpaid interest Original Issue Discount through the date of declaration on all the Notes then outstanding Securities to be immediately due and payable. Upon , whereupon such a declaration of acceleration, all principal Issue Price and accrued and unpaid interest on the Notes Original Issue Discount shall be due and payable immediately. Upon ; provided that, if an Event of Default arising out of clause (hspecified in Section 6.01(3) or (i4) of Section 7.01 (except with respect to any Significant Subsidiary)occurs and is continuing, the aggregate principal amount of, Issue Price and accrued and unpaid interest on, Original Issue Discount on all the Notes Securities through the date of the occurrence of such Event of Default shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderSecurityholders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount Principal Amount of the Notes maySecurities at the time outstanding, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of Issue Price and interest on the notes accrued Original Issue Discount that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 7.06 have been cured or waivedpaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in clause (h) 8) or (i9) of Section 7.01 6.01 with respect to the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding may, Securities by written notice in writing to the Company and the Trustee, if applicable, may declare 100% of the unpaid principal of and accrued and unpaid interest to the date of acceleration on all the Notes then outstanding Securities to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately and, upon any such declaration, such principal amount and accrued interest, notwithstanding anything contained in this Indenture or the Securities to the contrary, shall become immediately due and payable. If an Event of Default specified in clause (8) or (9) of Section 6.01 with respect to the Company occurs, all unpaid principal of and accrued interest on all outstanding Securities shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. After any a declaration of acceleration, but before a judgment or decree based on accelerationof the money due in respect of the Securities has been obtained, the Holders of not less than a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration Securities then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if all existing Events of Default (aother than the nonpayment of accelerated principal of and interest on the Securities 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 of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waiveddecree. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (h5) or (i6) of Section 7.01 with respect to the Company8.1) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes Securities then outstanding may, by written notice to the Company and the Trustee, declare 100% of the principal of and amount, plus accrued and unpaid interest and Additional Interest, if any, on all the Notes Securities 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. Upon such a declaration If an Event of accelerationDefault specified in clause (5) or (6) of Section 8.1 occurs, all the principal and amount, plus accrued and unpaid interest and Additional Interest, if any, on the Notes Securities then outstanding shall ipso facto become and be immediately due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal, premium, if any, interest or Additional Interest, if any on the Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at 1% per annum) on overdue installments of interest, Additional Interest, if any, and overdue principal, which has become due otherwise than by such 57 declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction; and (bd) all existing Events of Default, other than payments due to the uncured non-payment of the principal of Trustee and interest on the notes that have become due solely by such declaration of acceleration, any predecessor Trustee under Section 9.7 have been cured or waivedmade. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (hSections 6.01(g) or (i6.01(h) of Section 7.01 with respect to the Company) occurs shall have occurred and is be continuing, the Trustee may, by written notice to the Company, or the registered Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding may, by written notice to the Company and the Trustee, declare 100% to be immediately due and payable the principal amount of all the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Sections 6.01(g) or 6.01(h) with respect to the Company occurs, the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part of by the Trustee or any Holderthe Holder of the Notes. After any acceleration, such acceleration but before a judgment or decree based on accelerationacceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee and the Company, rescind and annul any declaration of acceleration (i) if (a) the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived other than nonpayment of principal, premium, or interest that has become due solely because of the acceleration, and (iii) there has been deposited with the Trustee a sum sufficient to pay all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel incurred in connection with the rescinded Event of Default. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Notwithstanding the foregoing, if an Event of Default described in Section 6.01(e) above shall have occurred and be 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 jurisdiction) shall be automatically rescinded if (a) the default relating to such Debt is waived by the holders of such Debt or cured and if such Debt has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Debt, (b) all any other existing Events of Default, other than the uncured non-payment except nonpayment of the principal of and principal, premium, if any, or interest on the notes that have become became due solely by such declaration because of accelerationthe acceleration of the notes, have been cured or waived. No such rescission shall affect any subsequent default waived and (c) there has been deposited with the Trustee a sum sufficient to pay all sums paid or impair any right consequent theretoadvanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel incurred in connection with the rescinded Event of Default.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (hSection 6.1(a)(7) or (i) of Section 7.01 above with respect to the Company) occurs shall occur and is be continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount of outstanding Notes may declare the Notes then outstanding may, by written notice to the Company and the Trustee, declare 100% of the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes then outstanding to be immediately due and payable. Upon such payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a declaration “notice of acceleration.” If an Event of Default specified in Section 6.1(a)(7) above occurs with respect to the Company, all then the unpaid principal of (and premium, if any) and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, all the Notes shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After . (b) At any acceleration, but before time after a judgment or decree based on accelerationdeclaration 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 Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, may rescind and annul cancel such acceleration by notice to the Trustee declaration and its consequences: (1) if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree; (b2) if all existing Events of DefaultDefault have been cured or waived, other than the uncured non-payment except nonpayment of the principal of and or interest on the notes that have 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, have has been cured or waivedpaid; 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 Default or impair any right consequent rights relating thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hx) Section 6.01(f) or (ig) of Section 7.01 with respect to the CompanyBP I, BP II, an Issuer or any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer or (y) Section 6.01(c) with respect to BP I’s, BP II’s or any Restricted Subsidiary’s failure to comply with its obligations under Section 4.13(a)) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders holders of at least 25% in principal amount of the outstanding Senior Notes then outstanding may, by written notice to the Company Trustee and the Trustee, Issuers may declare 100% of the principal of of, premium, if any, and accrued and but unpaid interest (including additional interest, if any) on all the Senior Notes then outstanding to be due and payable. Upon such a declaration of accelerationdeclaration, all such principal and accrued and unpaid interest on the Notes shall will be due and payable immediately. Upon If an Event of Default arising out of clause specified in (hi) Section 6.01(f) or (ig) of Section 7.01 (except with respect to BP I, BP II, an Issuer or any Significant Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer or (ii) Section 6.01(c) with respect to BP I’s, BP II’s or any Restricted Subsidiary)’s failure to comply with its obligations under Sections 4.13(a) occurs, the aggregate principal amount of, premium, if any, and accrued and unpaid interest on, on all the Senior Notes shall will become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holderholders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the Senior Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee may rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, Default have been cured or waivedwaived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereto. In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Senior Notes, 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 Senior Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 7.01 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) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount of the Notes then outstanding may, by written notice to the Company and the Trustee, Notes may declare 100% of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default arising out of specified in clause (h) or (i) of Section 7.01 (except 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the all outstanding Notes shall become and be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the then outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if (a) the Company has deposited with the Trustee a sum sufficient to pay (1) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (2) all overdue interest on all Notes then outstanding, (3) 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 (including Special Interest) at the rate borne by the Notes and (4) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes, (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction, and (bc) all existing Events of Default, Default (other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, ) have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in clause clauses (g) or (h) or (i) of Section 7.01 with respect to the Company6.01) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding maySecurities, by written notice in writing to the Company (and to the Trustee, Trustee if given by the Holders) may declare 100% of the unpaid principal of (and premium, if any) and accrued and unpaid interest to the date of acceleration on all the Notes then outstanding Securities to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately and, upon any such declaration, such principal amount (and premium, if any) and accrued interest, notwithstanding anything contained in this Indenture or the Securities to the contrary, shall become immediately due and payable. If an Event of Default specified in clauses (g) or (h) of Section 6.01 occurs, all unpaid principal of and accrued interest on all outstanding Securities shall IPSO FACTO become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. After any acceleration, but before a judgment or decree based on acceleration, Any such declaration with respect to the Securities may be rescinded and annulled by the Holders of a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration outstanding Securities by written notice to the Trustee if all existing Events of Default (aother than the nonpayment of principal of and interest on the Securities 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 of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waiveddecree. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(5) or (i) of Section 7.01 with respect to the Company6)) occurs and is continuing, the Trustee may, by written notice Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Notes then Securities at the time outstanding may, by written notice to the Company and the Trustee, may declare 100% of the principal of and Issue Price plus any accrued and unpaid interest on all Contingent Cash Interest and Contingent Additional Principal through the Notes then outstanding date of declaration to be immediately due and payable. Upon such a declaration of accelerationdeclaration, all principal such Issue Price plus accrued Contingent Additional Principal and accrued and unpaid interest on the Notes Contingent Cash Interest, if any, shall be due and payable immediately. Upon If an Event of Default arising out of clause (hspecified in Section 6.01(5) or (i6) of Section 7.01 (except with respect to any Significant Subsidiary)occurs and is continuing, the aggregate principal amount of, and Issue Price plus accrued and unpaid interest onContingent Cash Interest and Contingent Additional Principal, if any, on all the Notes Securities shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderSecurityholders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount Principal Amount at Maturity of the Notes maySecurities at the time outstanding, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of Issue Price plus accrued and interest on the notes unpaid Contingent Cash Interest and Contingent Additional Principal, if any, that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 7.06 have been cured or waivedpaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default as specified in clause clauses (h5) or and (i6) of Section 7.01 with respect 6.01 above) relating to the Company) Securities occurs and is continuing, the Trustee may, by written notice in writing to the Company, or the Holders of at least not less than 25% in principal amount of the Notes Securities then outstanding may, by written notice in writing to the Company and the Trustee, may declare 100% the unpaid principal (but in no event more than the maximum amount of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall thereon allowed by law) to be due and payable immediately. Upon any such declaration such principal and interest shall be payable immediately. If an Event of Default arising out of clause (hspecified in Section 6.01(5) or (i6) of Section 7.01 (except with respect to any Significant Subsidiary)occurs, the aggregate principal amount of, and accrued and unpaid interest on, on the Notes Securities shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After At any acceleration, but time after such a declaration of acceleration has been made and before a judgment or decree based on accelerationfor payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Notes maySecurities then outstanding, except with respect by written notice to the uncured nonpayment of principal or interest or with respect to Company and the failure to pay and/or deliver the consideration due upon conversionTrustee, may rescind and annul such acceleration by notice declaration as to the Securities and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) the principal of the Securities that has become due otherwise than by such declaration of acceleration (together with interest, if any, payable thereon); and (aB) all sums paid by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents, attorneys and counsel; and (2) all existing Events of Default relating to the Securities have been cured or waived and the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent theretodecree.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (h6) or (i7) of Section 7.01 6.01 hereof with respect to the CompanyIssuer) occurs and is continuingcontinuing under this Indenture, the Trustee may, by written notice to the Company, or the Holders of at least 2525.0% in principal amount of the then total outstanding Notes then outstanding may, by written notice to the Company Issuer may declare the principal, premium, if any, interest and the Trustee, declare 100% of the principal of and accrued and unpaid interest any other monetary obligations on all the Notes then outstanding Notes to be due and payablepayable immediately. Upon the effectiveness of such a declaration declaration, such principal of accelerationand premium, all principal if any, and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in the Holders’ interest. The Trustee shall have no obligation to accelerate the Notes if the Trustee in its best judgment determines that acceleration is not in the best interests of the Holders. Notwithstanding the foregoing, in the case of an Event of Default arising out of under clause (h6) or (i7) of Section 7.01 (except 6.01 hereof with respect to any Significant Subsidiary)the Issuer, the aggregate principal amount of, and accrued and unpaid interest on, the all outstanding Notes shall become and be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the then outstanding Notes mayby written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under this Indenture (except a continuing Default in the payment of interest on, except premium, if any, or the principal of any Note held by a non-consenting Holder) and rescind any acceleration with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind Notes and annul its consequences (except if such acceleration by notice to the Trustee if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction). In the event of any Event of Default specified in Section 6.01(4) hereof, such Event of Default and all consequences thereof (b) all existing Events of Defaultexcluding any resulting payment default, other than the uncured non-payment as a result of acceleration of the principal Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if: (1) the Indebtedness or guarantee that is the basis for such Event of and interest on Default has been discharged; (2) the notes that requisite holders thereof have become due solely by such declaration of rescinded or waived the acceleration, have notice or action (as the case may be) giving rise to such Event of Default; or (3) the default that is the basis for such Event of Default has been cured cured, waived or waived. No such rescission shall affect any subsequent default or impair any right consequent theretois otherwise no longer continuing.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clause clauses (h) or (i) of Section 7.01 with respect to the Company11.01) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes Securities then outstanding may, by written notice to the Company and the Trustee, declare 100% of the all unpaid principal of of, plus interest (including Contingent Interest and Additional Interest, if any) 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. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon If an Event of Default arising out of with respect to the Company specified in clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary)11.01 occurs, the aggregate all unpaid principal amount of, plus interest (including Contingent Interest and Additional Interest, if any) accrued and unpaid interest through the date of such default on, all the Notes Securities then outstanding shall ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration Securities then outstanding by notice to the Trustee may rescind an acceleration of Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if (a) the rescission would not conflict with any judgment existing order or decree of a court of competent jurisdiction and decree, (b) all existing Events of Default, other than the uncured non-payment nonpayment of the principal of of, plus accrued and unpaid interest on (including Contingent Interest or Additional Interest, if any) on, the notes Securities that have has become due solely by such declaration of acceleration, have been cured or waivedwaived and (c) all payments due to the Trustee and any predecessor Trustee under Section 12.06 have been made. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (hSections 6.01(g) or (i6.01(h) of Section 7.01 with respect to the Company) occurs shall have occurred and is be continuing, the Trustee may, by written notice to the Company, or the registered Holders of at least 25not less than 30% in aggregate principal amount of the Notes then outstanding may, by written notice to the Company and the Trustee, declare 100% to be immediately due and payable the principal amount of all the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Sections 6.01(g) or 6.01(h) with respect to the Company occurs, the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part of by the Trustee or any Holderthe Holder of the Notes. After any acceleration, such acceleration but before a judgment or decree based on accelerationacceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee and the Company, rescind and annul any declaration of acceleration (i) if (a) the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived other than nonpayment of principal, premium, or interest that has become due solely because of the acceleration, and (iii) there has been deposited with the Trustee a sum sufficient to pay all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel incurred in connection with the rescinded Event of Default. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Notwithstanding the foregoing, if an Event of Default described in Section 6.01(e) above shall have occurred and be 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 jurisdiction) shall be automatically rescinded if (a) the default relating to such Debt is waived by the holders of such Debt or cured and if such Debt has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Debt, (b) all any other existing Events of Default, other than the uncured non-payment except nonpayment of the principal of and principal, premium, if any, or interest on the notes that have become became due solely by such declaration because of accelerationthe acceleration of the notes, have been cured or waived. No such rescission shall affect any subsequent default waived and (c) there has been deposited with the Trustee a sum sufficient to pay all sums paid or impair any right consequent theretoadvanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel incurred in connection with the rescinded Event of Default.

Acceleration. If Except as provided in Section 11.02, if an Event of Default (other than an Event of Default specified in clause (hSection 6.01(viii) or (iSection 6.01(ix) of Section 7.01 with respect to the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes Securities then outstanding may, by written notice to the Company and the Trustee, may declare 100% of the principal amount of and Securities outstanding plus accrued and unpaid interest interest, if any (including Liquidated Damages and Additional Interest, if any), on all the Notes then outstanding Securities to be immediately due and payable. Upon such a declaration of accelerationdeclaration, all principal and accrued and unpaid interest on the Notes such accelerated amount shall be due and payable immediately. Upon If an Event of Default arising out of clause (hspecified in Section 6.01(viii) or (iSection 6.01(ix) of Section 7.01 (except with respect to any Significant Subsidiary)the Company occurs and is continuing, the aggregate principal amount of, and of Securities outstanding plus accrued and unpaid interest oninterest, if any (including Liquidated Damages and Additional Interest, if any), on all the Notes shall Securities shall, automatically and without any action by the Trustee or any Holder, become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderHolders. After any such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Notes may, except with respect to Securities at the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration time outstanding by notice to the Trustee and the Company and without notice to any other Holder may rescind and annul any declaration of acceleration if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of amount plus accrued and interest on the notes unpaid interest, if any (including Liquidated Damages and Additional Interest, if any), that have become due solely by such declaration as a result of acceleration, have been cured or waived. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (Default, other than an Event of a Bankruptcy Default specified in clause (h) or (i) of Section 7.01 with respect to the Company) , occurs and is continuingcontinuing under this Indenture, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding mayoutstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the TrusteeTrustee at the request of such Holders shall, declare 100% of the principal of and accrued and unpaid interest on all the Notes then outstanding to be immediately due and payable. Upon such a declaration of acceleration, all such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Company, the principal of and accrued and unpaid interest on the Notes shall be then outstanding will become immediately due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After any accelerationNotwithstanding the foregoing, but before a judgment or decree based on accelerationif the Company so elects, the Holders of a majority in aggregate principal amount sole remedy of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the Holders for (x) a failure to pay and/or deliver comply with any obligations that the consideration due upon conversion, rescind and annul such acceleration by notice Company may have or may be deemed to have pursuant to Section 314(a)(1) of the Trustee if TIA or (ay) the rescission would not conflict Company’s failure to comply with any judgment or decree Section 4.04, will for the first 240 days after the occurrence of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment such failure consist exclusively of the principal of and right to receive additional interest on the notes that have become due solely by Notes at a rate per annum: equal to (i) 0.25% for the first 150 days after the occurrence of such declaration failure (which 150th day will be the 90th day after written notice of accelerationsuch failure to comply is provided as set forth above) and (ii) 0.50% from the 151st day to, have been 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 date on which such failure first occurs until such violation is cured or waivedwaived and shall be payable on each relevant Interest Payment Date to Holders of record on the Regular Record Date immediately preceding such Interest Payment Date. No On the 241st day after such rescission failure (if such violation is not cured or waived prior to such 241st day), such failure will then constitute an Event of Default without any further notice or lapse of time and the Notes will be subject to acceleration as provided above. Unless the context requires otherwise, all references to “interest” contained herein shall affect any subsequent default or impair any right consequent theretobe deemed to include Additional Interest.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(f) or (ig) of Section 7.01 with respect to the Parent or the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount of the Notes then outstanding maySecurities, by written notice to the Company and the TrusteeCompany, may declare 100% of the principal of and accrued and but unpaid interest on all the Notes then outstanding Securities to be due and payable. Upon such a declaration of accelerationdeclaration, all such principal and accrued and unpaid interest on the Notes shall will be due and payable immediately. Upon In the event a declaration of acceleration because an Event of Default arising out set forth in Section 6.01(e) has occurred and is continuing, such declaration of clause (hacceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to Section 6.01(e) shall be remedied or cured by the Parent or its Significant Subsidiary or waived by the holders of the Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(f) or (ig) of Section 7.01 (except with respect to any Significant Subsidiary)the Parent or the Company occurs, the aggregate principal amount of, of and accrued and unpaid interest on, on all the Notes Securities shall ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderHolders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration outstanding Securities by notice to the Trustee may rescind any such acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, Default have been cured or waivedwaived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hg) or (ih) of Section 7.01 6.01 that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding mayoutstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the TrusteeTrustee at the request of such Holders shall, declare 100% of the principal of Accreted Value of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding to be immediately due and payable. Upon such a declaration of acceleration, all principal such Accreted Value, premium, if any, and accrued interest shall be immediately due and unpaid payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the Accreted Value of, premium, if any, and accrued interest on the Notes then outstanding shall ipso facto become and be immediately due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After At any time after such declaration of acceleration, but before a judgment or decree based on accelerationfor the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in aggregate principal amount of the outstanding Notes may, except with respect by written notice to the uncured nonpayment of principal or interest or with respect Company and to the failure to pay and/or deliver the consideration due upon conversionTrustee, may waive all past Defaults and rescind and annul such a declaration of acceleration by notice to the Trustee and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes, (iii) the Accreted Value of and premium, if any, on any Notes that have become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Notes, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest, if any, at the rate prescribed therefor by such Notes, (b) all existing Events of Default, other than the non-payment of the Accreted Value of, premium, if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent theretojurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(f) or (ig) in respect of Section 7.01 with respect to the Company) occurs and is continuing, the Trustee may, by written notice Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount of the Notes then Securities at the time outstanding may, by written notice to the Company and the Trustee, may declare 100% the Principal Amount of the principal Securities and any accrued and unpaid interest (including Additional Interest and Defaulted Interest, if any) and premium, if any, through the date of declaration on all the Securities to be immediately due and payable. Upon such a declaration, such Principal Amount and such accrued and unpaid interest (including Additional Interest and Defaulted Interest, if any) and premium, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) occurs in respect of the Company and is continuing, the Principal Amount of the Securities and any accrued and unpaid interest on all the Notes then outstanding to be due Securities (including Additional Interest and payable. Upon such a declaration of accelerationDefaulted Interest, all principal if any) and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary)premium, the aggregate principal amount ofif any, and accrued and unpaid interest on, the Notes shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderHolders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount Principal Amount of the Notes maySecurities at the time outstanding, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee (and without notice to any other Holder) may rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of DefaultDefault have been cured or waived, other than the uncured non-payment of the principal Principal Amount of the Securities and any accrued and unpaid interest on the notes that have become due solely by such declaration as a result of acceleration, and if all amounts due to the Trustee under Section 7.07 hereof have been cured or waivedpaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing (other than an Event of Default specified referred to in clause (hSection 6.1(e) or (if)) of Section 7.01 with respect to the Company) occurs and is continuing, then in every such case the Trustee may, by written notice to the Company, or the Holders of at least 25more than 50% in principal amount of the Notes then outstanding maySecurities of that Series may declare the principal amount (or, by written notice to the Company and the Trusteeif any Securities of that Series are Discount Securities, declare 100% such portion of the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest interest, if any, on all of the Notes then outstanding Securities of that Series to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. Upon If an Event of Default arising out of clause (hspecified in Section 6.1(e) or (if) shall occur, the principal amount (or specified amount) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest oninterest, the Notes if any, on all outstanding Securities shall ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After At any acceleration, but before time after such a judgment or decree based on accelerationdeclaration of acceleration with respect to any Series has been made, the Holders of a majority in aggregate principal amount of the Notes mayoutstanding Securities of that Series, except with respect by written notice to the uncured nonpayment of principal or interest or with respect to Company and the failure to pay and/or deliver the consideration due upon conversionTrustee, may rescind and annul such acceleration by notice to the Trustee declaration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of DefaultDefault (except nonpayment of principal, other than the uncured non-payment of the principal of and interest on the notes or premium that have has become due solely by such declaration because of the acceleration, ) have been cured or waived. No such rescission shall affect any subsequent default Default or impair any right consequent theretothereon.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(6) or (i7) of Section 7.01 with respect to the CompanyCompany or any Guarantor) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount of the Notes then outstanding may, Securities may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable by written notice in writing to the Company and the Trustee, declare 100% Trustee specifying the respective Event of the principal Default and that it is a "notice of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. acceleration." Upon such a declaration of accelerationdeclaration, all such principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon In the event of a declaration of acceleration of the Securities because an Event of Default arising out of described in clause (h) or (i5) of Section 7.01 6.01 has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if (except A) the nonpayment or default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by Parent or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect to any Significant Subsidiary)thereto, (B) the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part annulment of the Trustee or any Holder. After any acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount acceleration of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee if (a) the rescission Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (bC) all existing Events of Default, other than except nonpayment of principal, premium or interest on the uncured non-payment Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default specified in Section 6.01(6) or (7) with respect to the Company or any Guarantor occurs and is continuing, the principal of and interest on all the notes that have Securities shall IPSO FACTO become and be immediately due solely and payable without any declaration or other act on the part of the Trustee or any Securityholders. The Holders of a majority in principal amount of the Securities by such declaration notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of acceleration, Default have been cured or waivedwaived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (hSection 6.1(a)(7) or (i) of Section 7.01 with respect to the Company) occurs shall occur and is be continuing, the Trustee may, by written notice to the Company, or the Holders of at least twenty-five percent (25% %) in principal amount of Outstanding Notes may declare the Notes then outstanding may, by written notice to the Company and the Trustee, declare 100% of the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes then outstanding to be immediately due and payable. Upon such payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a declaration "notice of acceleration." If an Event of Default specified in Section 6.1(a)(7) occurs with respect to the Company, all then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes shall be will become immediately due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After . (b) At any acceleration, but before time after a judgment or decree based on accelerationdeclaration of acceleration with respect to the Notes as described in the preceding paragraph (a), the Holders of a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, may rescind and annul cancel such acceleration by notice to the Trustee declaration and its consequences: (1) if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree; (b2) if all existing Events of DefaultDefault have been cured or waived, other than the uncured non-payment except nonpayment of the principal of and or interest on the notes that have 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, have has been cured or waivedpaid; and (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances. No such rescission shall affect any subsequent default Default or impair any right consequent rights relating thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 6.1(3) or (i) of Section 7.01 with respect to the Company4)) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount of the Notes then Securities at the time outstanding may, by written notice to the Company and the Trustee, may declare 100% of the principal of Issue Price and accrued Original Issue Discount up to and unpaid interest including the date of declaration (and Additional Interest, if any) on all the Notes then outstanding Securities to be immediately due and payable. Upon such a declaration of accelerationdeclaration, all principal such Issue Price and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes Original Issue Discount shall become and be due and payable immediately. If an Event of Default specified in Section 6.1(3) or (4) occurs and is continuing, the Issue Price and accrued Original Issue Discount (and Additional Interest, if any) on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount Principal Amount of the Notes maySecurities at the time outstanding, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Company and the Trustee (and without notice to any other Holder), may rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of Issue Price and interest on the notes accrued Original Issue Discount (and Additional Interest, if any) that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 7.7 have been cured or waivedpaid. No such rescission shall affect any subsequent default or other Default or Event of Default or impair any right consequent theretoright.

Acceleration. If an Upon the happening of any Event of Default (other than an Event of Default specified in clause (h) or (ig) of Section 7.01 with respect 6.01 relating to Parent Guarantor or the Company) occurs and is continuing), the Trustee may, by written notice to and the CompanyTrustee upon the request of holders of 25% in principal amount of the outstanding Notes shall, or the Holders holders of at least 25% in principal amount of the outstanding Notes then outstanding may, declare the principal of all the Notes, together with all accrued and unpaid interest and premium, if any, to be due and payable by written notice in writing to the Company and the Trustee, declare 100% Trustee specifying the respective Event of the principal of Default and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such that it is a declaration "notice of acceleration" (the "Acceleration Notice"), all principal and accrued and unpaid interest on the Notes same (i) shall be become immediately due and payable immediatelyor (ii) if there are any amounts outstanding under the Senior Credit Facility, will become due and payable upon the first to occur of an acceleration under the Senior Credit Facility or five Business Days after receipt by the Company and the agent under the Senior Credit facility of such Acceleration Notice (unless all Events of Default specified in such Acceleration Notice have been cured or waived). Upon If an Event of Default arising out of specified in clause (h) or (ig) of Section 7.01 (except with respect 6.01 relating to any Significant Subsidiary)Parent Guarantor or the Company occurs and is continuing, the aggregate principal then such amount of, and accrued and unpaid interest on, the Notes shall will IPSO FACTO become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holderholder of the Notes. After At any acceleration, but before time after a judgment or decree based on accelerationdeclaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders holders of a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration then outstanding (by notice to the Trustee Trustee) may rescind and cancel such declaration and its consequences if (ai) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and jurisdiction, (bii) all existing Defaults and Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of and or interest on the notes Notes that have has become due solely by such declaration of acceleration, have (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of a Default or Event of Default of the type described in clause (g) of Section 6.01, the Trustee has received an Officers' Certificate and Opinion of Counsel that such Default or Event of Default has been cured or waived. No ; PROVIDED, HOWEVER, that notwithstanding the foregoing in the event of any Event of Default specified in clause (d) of Section 6.01, such rescission Event of Default and all consequences thereof shall affect any subsequent default or impair any right consequent theretobe automatically annulled, waived and rescinded in accordance with Section 6.13.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 8.1(j) or (iSection 8.1(k) of Section 7.01 with respect to the Company) occurs and is continuingcontinuing (including an Event of Default specified in Section 8.1(j) or Section 8.1(k) with respect to one or more Significant Subsidiaries), the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then at the time outstanding may, by written notice to the Company and the Trustee, may declare 100% of the principal of of, and accrued and unpaid interest on (including Contingent Interest and Additional Interest, if any) on, all the Notes then outstanding to be immediately due and payable. Upon such a declaration of accelerationdeclaration, all principal and accrued and unpaid interest on the Notes such accelerated amount shall be due and payable immediately. Upon If an Event of Default arising out of clause (hspecified in Section 8.1(j) or (iSection 8.1(k) of Section 7.01 (except occurs with respect to any Significant Subsidiary)the Company and is continuing, the aggregate principal amount of, and accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) on, all the Notes shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderHolders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the Notes mayat the time outstanding, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee (and without notice to any other Holder) may rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree, (b) all existing Events of DefaultDefault have been cured or waived, other than the uncured non-payment except nonpayment of the principal of of, premium, if any, or any accrued and unpaid interest on the notes (including Contingent Interest and Additional Interest, if any) that have become due solely by such declaration as a result of acceleration, acceleration and (c) all amounts due to the Trustee under Section 9.7 have been cured or waivedpaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default occurs and is continuing (other than an Event of Default specified referred to in clause (hSection 6.01(6) or (i) of Section 7.01 with respect to the Company) occurs and is continuing6.01(7)), then in every such case the Trustee may, by written notice to the Company, or the Required Holders of at least 25% in may declare the principal amount of the Notes then outstanding may, by written notice to the Company and the Trustee, declare 100% of the principal of and accrued and unpaid interest interest, if any, on all of the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and accrued and unpaid interest, if any, shall become immediately due and payable. Upon If an Event of Default arising out of clause (hspecified in Section 6.01(6) or (iSection 6.01(7) of Section 7.01 (except with respect to any Significant Subsidiary)shall occur, the aggregate principal amount of, of and accrued and unpaid interest oninterest, the if any, on all outstanding Notes shall ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After At any acceleration, but time after such a declaration of acceleration with respect to any Notes has been made and before a judgment or decree based on accelerationfor payment of the money due has been obtained by the Trustee as hereinafter provided in this Article 6, the Holders of a majority in aggregate principal amount of the Notes mayRequired Holders, except with respect by written notice to the uncured nonpayment of principal or interest or with respect to Company and the failure to pay and/or deliver the consideration due upon conversionTrustee, may rescind and annul such declaration of acceleration by notice to and its consequences if the Trustee if (a) the rescission recession would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of DefaultDefault with respect to Notes, other than the uncured non-payment of the principal and interest, if any, of and interest on the notes that Notes which have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.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. If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(6) or (i7) in respect of Section 7.01 with respect to the CompanyCompany or the Guarantor) occurs and is continuing, either the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then Securities at the time outstanding may, by written notice to the Company and the Trustee, may declare 100% of the principal of amount and all accrued and unpaid interest interest, if any, through the date of declaration on all the Notes then outstanding Securities to be immediately due and payable. Upon such a declaration of accelerationdeclaration, all such principal amount, and such accrued and unpaid interest on the Notes interest, if any, shall be due and payable immediately. Upon If an Event of Default arising out of clause (hspecified in Section 6.01(6) or (i7) occurs in respect of Section 7.01 (except with respect to any Significant Subsidiary)the Company or the Guarantor and is continuing, the aggregate principal amount ofamount, and accrued and unpaid interest oninterest, if any, on all the Notes Securities shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderSecurityholders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the Notes maySecurities at the time outstanding, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee (and without notice to any other Securityholder), may rescind any acceleration of the Securities and its consequences if (a) the rescission would not conflict with any judgment or decree of a any court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of amount, and interest on the notes accrued and unpaid interest, if any, that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 7.07 have been cured or waivedpaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause Sections 6.01(7) and (h) or (i) of Section 7.01 with respect to the Company8) above) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders holders of at least 25% in principal amount of the outstanding Notes then outstanding may, by prior written notice to the Company and the Trustee, may, and the Trustee at the request of such holders shall, declare 100% of the principal of of, premium, if any, and accrued and unpaid interest interest, if any, on all the Notes then outstanding to be due and payable. Upon such a declaration of accelerationdeclaration, all principal such principal, premium and accrued and unpaid in paid interest on the Notes shall be due and payable immediately. Upon In the event of a declaration of acceleration of the Notes because an Event of Default arising out of clause (hdescribed in Section 6.01(6) or (i) of Section 7.01 (except with respect to any Significant Subsidiary)has occurred and is continuing, the aggregate principal amount of, and accrued and unpaid interest on, declaration of acceleration of the Notes shall become and be due and payable immediately without any declaration automatically annulled if the event of default or other act on payment default triggering such Event of Default pursuant to such clause (6) shall be remedied or cured by the part Company or a Restricted Subsidiary or waived by the holders of the Trustee or any Holder. After any acceleration, but before a judgment or decree based on acceleration, relevant Indebtedness within 20 days after the Holders declaration of a majority in aggregate principal amount acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b2) all existing Events of Default, other than the uncured non-payment except nonpayment of the principal of and principal, premium or interest on the notes Notes that have become became due solely by such declaration because of accelerationthe acceleration of the Notes, have been cured or waived. No such rescission If an Event of Default described in Section 6.01(7) above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes shall affect become and be immediately due and payable without any subsequent default declaration or impair other act on the part of the Trustee or any right consequent theretoholders. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium 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 or was required to repurchase the Notes, 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 March 15, 2009 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 March 15, 2009, 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.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 7.01 with respect to the Company) occurs and is continuingcontinuing and is known to the Trustee, the Trustee may, by written notice to the CompanyIssuers, or the Holders of at least 25% in principal amount of the Notes then outstanding mayNotes, by written notice to the Company Issuers and the Trustee, may declare 100% of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest onsuch declaration, the Notes shall become due and be payable immediately, together with all accrued and unpaid interest thereon. Notwithstanding the preceding, if an Event of Default specified in Section 6.01(a)(ix) or (x) occurs with respect to the Company, 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 immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice, together with all accrued and unpaid interest thereon. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the then outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if (ai) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree; (bii) all existing Events of DefaultDefault (except with respect to nonpayment of principal, other than the uncured non-payment of the principal of and interest on the notes or premium, if any, that have become due solely because of the acceleration) have been cured or waived; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due other than by such declaration of acceleration, has been paid; and (iv) the Issuers have been cured or waivedpaid the Trustee its compensation and reimbursed the Trustee for its expenses, disbursements and advances. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(7) or (i) of Section 7.01 8) with respect to the Company) occurs and is continuing, and has not been waived pursuant to Section 6.04, then the Trustee mayTrustee, by written notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Notes then outstanding may, by written notice to the Company and the Trustee, may declare 100% of the principal of and accrued and but unpaid interest on all the Notes then outstanding to be due and payablepayable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration". Upon any such a declaration of accelerationdeclaration, all principal and accrued and unpaid interest on the Notes such amount shall be immediately due and payable immediately. Upon payable. (b) If an Event of Default arising out of clause (hwith respect to Section 6.01(7) or (i) of Section 7.01 (except 8) relating to the Company occurs and is continuing with respect to any Significant Subsidiary)the Company, the aggregate principal amount of, of and accrued and unpaid interest on, on all the Notes shall will ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After any acceleration, but before a judgment or decree based on acceleration, the Holders. (c) The Holders of a majority in aggregate principal amount of the Notes may, except with respect to on behalf of the uncured nonpayment Holders of principal or interest or with respect to all of the failure to pay and/or deliver the consideration due upon conversionNotes, rescind and annul such cancel an acceleration by notice to the Trustee and its consequences (i) if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree, (bii) if all existing Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of and or interest on the notes that have has become due solely by such declaration because of the acceleration, (iii) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (iv) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(7) or 6.01(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 Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(v) or (i) of Section 7.01 with respect to the Companyvi) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then Securities at the time outstanding may, by written notice to the Company and the Trustee, may declare 100% of the principal of and Accreted Value plus accrued and unpaid interest cash interest, if any, on all the Notes then outstanding Securities to be immediately due and payable. Upon such a declaration of accelerationdeclaration, all principal and accrued and unpaid interest on the Notes such accelerated amount shall be due and payable immediately. Upon If an Event of Default arising out of clause (hspecified in Section 6.01(v) or (ivi) of Section 7.01 (except with respect to any Significant Subsidiary)occurs and is continuing, the aggregate principal amount ofAccreted Value (or following the Option Exercise Date, and the Restated Principal Amount plus accrued and unpaid interest oncash interest, if any, on all the Notes Securities) shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderSecurity holders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount Principal Amount at Maturity of the Notes maySecurities at the time outstanding, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee (and without notice to any other Security holder) may rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of Accreted Value (or following the Option Exercise Date, the Restated Principal Amount plus accrued and interest on the notes unpaid cash interest, if any) that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 7.07 have been cured or waivedpaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (hf) or (ig) of Section 7.01 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) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount of the Notes then outstanding mayNotes may declare all the Notes to be due and payable immediately and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under either of the Senior Credit Agreements, shall become immediately due and payable upon the first to occur of an acceleration under either of the Senior Credit Agreements or five Business Days after receipt by written notice to the Company and the TrusteeRepresentative under the applicable Senior Credit Agreement of such Acceleration Notice but only if such Event of Default is then continuing. Notwithstanding the foregoing, declare 100% if an Event of Default specified in clause (f) or (g) of Section 6.01 hereof occurs with respect to the principal Company, any of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such its Significant Subsidiaries or any group of Subsidiaries that, taken as a declaration of accelerationwhole, would constitute a Significant Subsidiary, all principal and accrued and unpaid interest on the outstanding Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the then outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of DefaultDefault (except nonpayment of principal, other than the uncured non-payment of the principal of and interest on the notes or premium that have has become due solely by such declaration because of the acceleration, ) have been cured or waived. No If an Event of Default occurs on or after May 15, 2004 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2004 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such rescission date, then, upon acceleration of the Notes, an additional premium shall affect any subsequent default or impair any right consequent thereto.also become and be immediately due and payable in an amount, for each of the 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 the provisions of this sentence): Year Percentage ---- ---------- 1999..................... 115.332% 2000..................... 113.416% 2001..................... 111.500% 2002..................... 109.582% 2003..................... 107.666%

Acceleration. If an Event of Default with respect to the Senior Subordinated Notes (other than an Event of Default with respect to the Borrower described in clause (h) of Section 7 .01) occurs and is continuing, GOF by notice in writing to the 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 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 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 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) or (i) of Section 7.01 with respect to the Company) occurs and is continuingBorrower occurs, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding may, by written notice to the Company and the Trustee, declare 100% of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be will ipso facto become immediately due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any HolderGOF. After any a declaration of acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the money due in respect of the Senior Subordinated Notes mayhas been obtained, except with respect GOF by written notice to the uncured Borrower may rescind an acceleration and its consequences if all existing Events of Default (other 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 interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind waived and annul such acceleration by notice to the Trustee if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waiveddecree. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (hg) or (ih) of Section 7.01 6.01 hereof with respect to the Company) Company or any of its Restricted Subsidiaries, other than LEC Unwired, LLC, occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount of the Notes then outstanding may, by written notice to the Company and the Trustee, Notes may declare 100% of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon any such declaration, all principal of and accrued interest on (if on or after November 1, 2004) or Accreted Value of (if prior to November 1, 2004) the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default arising out of specified in clause (g) or (h) or (i) of Section 7.01 (except 6.01 hereof occurs with respect to the Company or any Significant Subsidiary)Restricted Subsidiary other than LEC Unwired, the aggregate principal amount ofLLC, and accrued and unpaid interest on, the all outstanding Notes shall become and be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the then outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of DefaultDefault (except nonpayment of principal, other than the uncured non-payment of the principal of and interest on the notes or premium that have has become due solely by such declaration because of the acceleration, ) have been cured or waived. No If an Event of Default occurs on or after November 1, 2004 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to November 1, 2004 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such rescission date, then, upon acceleration of the Notes, an additional premium shall affect any subsequent default or impair any right consequent thereto.also become and be immediately due and payable in an amount, for each of the years beginning on November 1 of the years set forth below, as set forth below (expressed as a percentage of the Accreted Value of the Notes to the date of payment that would otherwise be due but for the provisions of this sentence): Year Percentage ---- ---------- 1999.................................................. 113.375% 2000.................................................. 112.038% 2001.................................................. 110.700% 2002.................................................. 109.363% 2003.................................................. 108.025%

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 7.01 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) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount of the Notes then outstanding may, by written notice to the Company and the Trustee, Notes may declare 100% of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default arising out of specified in clause (h) or (i) of Section 7.01 (except 6.01 hereof occurs 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), the aggregate principal amount of, and accrued and unpaid interest on, the all outstanding Notes shall become and be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the then outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment Default (except nonpayment of the principal of and or interest on the notes that have has become due solely by such declaration because of the acceleration, ) have been cured or waived. No If an Event of Default occurs on or after July 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes 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 the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such rescission date, then, upon acceleration of the Notes, an additional premium shall affect any subsequent default or impair any right consequent thereto.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 Notes to the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1998................................................................110.500% 1999................................................................109.450% 2000................................................................108.400% 2001................................................................107.350% 2002................................................................106.300%

Acceleration. If In the case of an Event of Default (other than an Event arising from certain events of Default specified in clause (h) bankruptcy or (i) of Section 7.01 insolvency, with respect to the Company) , any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Securities will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount of the Notes then outstanding may, Securities may declare all the Securities to be due and payable by written notice in writing to the Company and the Trustee, declare 100% Trustee specifying the respective Event of Default and that it is a notice of acceleration (the principal of "Acceleration Notice") and accrued and unpaid interest on all the Notes then outstanding to be same (i) shall become immediately due and payablepayable or (ii) if there are any amounts outstanding under the Credit Agreement, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement or five Business Days after receipt by the Company and the Representative under the Credit Agreement of such Acceleration Notice but only if such Event of Default is then continuing. Upon such In the event of a declaration of acceleration, all principal and accrued and unpaid interest on acceleration of the Notes shall be due and payable immediately. Upon Securities because an Event of Default arising out has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (hv) or of Section 6.01, the declaration of acceleration of the Securities shall be automatically annulled if the holders of any Indebtedness described in such clause (v) have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part annulment of the Trustee or any Holder. After any acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount acceleration of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee if (a) the rescission Securities would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction, and (bii) all existing Events of Default, other than the uncured non-payment except nonpayment of the principal of and or interest on the notes Securities that have become became due solely by such declaration because of accelerationthe acceleration of the Securities, have been cured or waived. No The Trustee may withhold from Holders of the Securities 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. If an Event of Default occurs on or after June 15, 2004 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 Securities pursuant to Section 3.07(b) hereof, then, upon acceleration of the Securities, 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 Securities to the contrary notwithstanding. If an Event of Default occurs prior to June 15, 2004 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 Securities prior to such rescission date, then, upon acceleration of the Securities, an additional premium shall affect any subsequent default or impair any right consequent thereto.also become and be immediately due and payable in an amount, for each of the years beginning on June 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Securities on the date of payment that would otherwise be due but for the provisions of this sentence): Year Percentage 1999................................................ 111.375% 2000................................................ 110.238% 2001................................................ 109.101% 2002................................................ 107.964% 2003................................................ 106.827%

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hvi) or (ivii) of Section 7.01 5.01 hereof with respect to the Company) occurs and is continuing, the Trustee may, may by written notice to the Company, or the Holders of at least 25% in principal amount of the Notes then outstanding Securities may, by written notice to the Company and the TrusteeTrus- tee, and the Trustee shall, upon the request of such Holders, declare 100% of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and premium, if any, on, accrued and 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 Notes same shall become and be immediately due and payable. If an Event of Default specified in clause (vi) or (vii ) of Section 5.01 hereof with respect to the Company occurs, the principal of, premium, if any, on, accrued and unpaid interest on, and Liquidated Damages, if any, on all Securities then outstanding shall ipso facto become and be immediately due and payable immediately without any declaration declaration, notice or other act on the part of the Trustee or any Holder. After At any acceleration, but time after such a declaration of acceleration with respect to the Securities has been made and before a judgment or decree based on accelerationfor payment of the money due has been obtained by the Trustee as hereinafter in this Article V, the Holders of a majority in aggregate principal amount of the Notes mayoutstanding Securities, except with respect by written notice to the uncured nonpayment of principal or interest or with respect to Company and the failure to pay and/or deliver the consideration due upon conversionTrustee, may rescind and annul such acceleration and its consequences if: (i) all existing Events of Default, other than the non-payment of the principal of the Securities which has become due solely by notice such declaration of acceleration, have been cured or waived; (ii) to the Trustee if 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 (aiii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent theretojurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(7) or (iand 6.01(8) of Section 7.01 hereof with respect to the CompanyParent) occurs shall have occurred and is be continuing, either the Trustee may, by written notice to the Company, or the Holders of at least 25% in of the outstanding principal amount of the Notes may declare to be immediately due and payable the principal amount of all such Notes then outstanding mayoutstanding, by written notice plus accrued but unpaid interest to the Company and date of acceleration. Upon the Trusteeeffectiveness of such a declaration, declare 100% of the principal of and such principal, premium, accrued and unpaid interest on all the Notes then outstanding to be due interest, and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes other monetary obligations shall be due and payable immediately. Upon If an Event of Default arising out of clause (hspecified in Sections 6.01(7) or (iand 6.01(8) of Section 7.01 (except hereof with respect to any Significant Subsidiary)the Parent shall occur, the aggregate principal amount of, and accrued and unpaid interest on, such amounts with respect to all the Notes shall become and be automatically due and payable immediately without any declaration or other act further action or notice on the part of the Trustee or any Holder. After any such acceleration, but before a judgment or decree based on accelerationacceleration is obtained by the applicable person, the registered Holders of a majority in aggregate principal amount of the outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul may cancel such acceleration by notice to the Trustee if (ai) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (bii) if all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, Default have been cured or waivedwaived except nonpayment of principal, that has become due solely because of the acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereto. If an Event of Default occurs on or after June 30, 2023 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 to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to June 30, 2023 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 date, then upon acceleration of the Notes, the Applicable Premium will also become and be immediately due and payable, to the extent permitted by law.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 7.01 with respect to the Company) occurs and is continuing, the Trustee mayTrustee, by written notice to the CompanyIssuers, or the Holders of at least 25% in principal amount of the Notes then outstanding mayNotes, by written notice to the Company Issuers and the Trustee, may declare 100% of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest onsuch declaration, the Notes shall become and be due and payable immediately without immediately, together with all accrued and unpaid interest and premium, if any, thereon. Notwithstanding the preceding, if an Event of Default specified in clause (i) or (j) of Section 6.01 hereof occurs with respect to the Company, Finance Corp., any declaration or other act on the part of the Trustee Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any Holdergroup 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 interest and premium, if any, thereon. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the then outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of DefaultDefault (except with respect to nonpayment of principal, other than the uncured non-payment of the principal of and interest on the notes or premium that have become due solely by such declaration because of the acceleration, ) have been cured or waived. No 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 April 15, 2018, 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 rescission 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 April 15, 2018, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall affect 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 subsequent default Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or impair insolvency event (including the acceleration of claims by operation of law)), the premium applicable with respect to an optional redemption of the Notes will also be due and payable, in cash, as though the Notes were optionally redeemed and shall constitute part of the Obligations under the Note Documents, 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 Issuers agree 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 right consequent theretoother means. THE ISSUERS EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY 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 Issuers expressly agree (to the fullest extent they 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 Issuers giving specific consideration in this transaction for such agreement to pay the premium; and (d) the Issuers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuers expressly acknowledge that their agreement to pay the premium to Holders as herein described is a material inducement to Holders to purchase the Notes.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (harising under Section 6.01(6) or (i7) of Section 7.01 with respect to either of the CompanyIssuers) occurs and is continuing, the Trustee may, by written notice to the CompanyIssuers, or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding may, may by written notice to the Company Issuers and the Trustee, Trustee declare 100% to be immediately due and payable the entire principal amount of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and plus accrued and but unpaid interest on to the Notes date of acceleration and (i) such amounts shall be become immediately due and payable immediatelyor (ii) if there are any amounts outstanding under or in respect of the Senior Credit Facility, such amounts shall become due and payable upon the first to occur of an acceleration of amounts outstanding under or in respect of the Senior Credit Facility or five Business Days after receipt by the Company and the Representative of notice of the acceleration of the Notes; provided, however, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes 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. Upon No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default arising out of clause (hspecified in Section 6.01(6) or (i7) of Section 7.01 (except with respect to any Significant Subsidiary)either of the Issuers occurs, the aggregate principal amount ofsuch principal, premium, if any, and accrued and unpaid interest on, amount with respect to all of the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After any acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent theretoNotes.

Acceleration. If an Event of Default (other than an Event of Default specified in clause clauses (h7) or (i) 8) of Section 7.01 7.01(a) hereof) occurs and is continuing with respect to the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes Securities then outstanding may, by written notice to the Company and the Trustee, declare 100% of the principal of amount and accrued and unpaid interest interest, if any, through the date of declaration on all the Notes then outstanding Securities to be immediately due and payable. Upon such a declaration of accelerationdeclaration, all such principal amount and such accrued and unpaid interest on the Notes interest, if any, shall be due and payable immediately. Upon If an Event of Default arising out of clause (hspecified in Section 7.01(a)(7) or (i) 8) hereof occurs in respect of Section 7.01 (except with respect to any Significant Subsidiary)the Company and is continuing, the aggregate principal amount of, and accrued and but unpaid interest oninterest, if any, on all the Notes Securities shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderHolders of Securities. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration Securities then outstanding by notice to the Trustee may rescind an acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of the Securities which have become due solely by such declaration of acceleration, have been cured or waived; (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction; and (bc) all existing Events of Default, other than payments due to the uncured non-payment Trustee and any predecessor Trustee under Section 607 of the principal of and interest on the notes that have become due solely by such declaration of acceleration, Base Indenture have been cured or waivedmade. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in clause (h) or (i) of Section 7.01 6.01 with respect to the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding may, Securities by written notice in writing to the Company (and to the Trustee, Trustee if given by the Holders) may declare 100% of the unpaid principal of (and premium, if any) and accrued and unpaid interest to the date of acceleration on all the Notes then outstanding Securities to be due and payable immediately and, upon any such declaration, such principal amount (and premium, if any) and accrued interest, notwithstanding anything contained in this Indenture or the Securities to the contrary, shall become immediately due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon If an Event of Default arising out of specified in clause (h) or (i) of Section 7.01 (except 6.01 with respect to any Significant Subsidiary)the Company occurs, the aggregate all unpaid principal amount of, of and accrued and unpaid interest on, the Notes on all outstanding Securities shall IPSO FACTO become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After any acceleration, but before a judgment or decree based on acceleration, Any such declaration with respect to the Securities may be rescinded and annulled by the Holders of a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration Securities then outstanding by written notice to the Trustee if all existing Events of Default (aother than the nonpayment of principal of and interest on the Securities 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 of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waiveddecree. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (h) or (i) of Section 7.01 with respect to the CompanyCompany described in clauses (vii) or (viii) of Section 6.01) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding mayNotes, by written notice in writing to the Company and Company, may declare the Trustee, declare 100% of the unpaid principal of (and premium, if any) and accrued and unpaid interest to the date of acceleration on all the outstanding Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately and, upon any such declaration, such principal amount (and premium, if any) and accrued interest, notwithstanding anything contained in this Indenture or the Notes to the contrary, will become immediately due and payable. If an Event or Default specified in clauses (vii) or (viii) of Section 6.01 with respect to the Company occurs under this Indenture, the Notes will ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any HolderHolder of the Notes. After any a declaration of acceleration, but before a judgment or decree based on accelerationof the money due in respect of the Notes has been obtained, the Holders of not less than a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if all existing Events of Default (aother than the nonpayment of principal of and interest on the 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 of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waiveddecree. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause clauses (h9) or and (i10) of Section 7.01 with respect 6.01 hereof) relating to the Company) Company or any Subsidiary Guarantor occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount of the Notes then outstanding may, Notes by written notice to the Company and the Trustee, may declare 100% of the unpaid principal amount of and any accrued and unpaid interest on all the Notes then outstanding to be due and payablepayable immediately. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall notify the holders of Designated Senior Debt of such acceleration. Upon such a declaration of acceleration, all the principal and accrued and unpaid interest on the Notes shall be due and payable immediately; provided, however, that so long as any Designated Senior Debt or any commitment therefor is outstanding, any such notice or declaration shall not become effective until the earlier of (a) five Business Days after such notice is delivered to the representative for the Designated Senior Debt or (b) the acceleration of any Designated Senior Debt and thereafter, payments on the Notes pursuant to this Article 6 shall be made only to the extent permitted pursuant to Article 10 herein. Upon an Notwithstanding the foregoing, if any Event of Default arising out of specified in clause (h9) or (i10) of Section 7.01 (except with respect 6.01 hereof relating to the Company, any Significant Subsidiary)Subsidiary or any group of Subsidiaries that, the aggregate principal amount oftaken together, and accrued and unpaid interest onwould constitute a Significant Subsidiary occurs, the Notes shall such an ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ facto become and be immediately due and payable immediately without any declaration or other act or notice on the part of the Trustee or any Holder. After any accelerationa declaration of acceleration under this Indenture, but before a judgment or decree based for payment of principal, premium, if any, and interest on accelerationthe Notes due under this Article 6 has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the then outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by written notice to the Company and the Trustee may rescind an acceleration and its consequences if (i) the Company or any Subsidiary Guarantor 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 and (b) all overdue interest on the Notes, if any, (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (biii) all existing Events of DefaultDefault (except nonpayment of principal, other than the uncured non-payment of the principal of and premium, if any, or interest on the notes that have has become due solely by such declaration because of the acceleration, ) have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSections 6.01(ix) or (i6.01(x) of Section 7.01 with respect to the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes Securities then outstanding may, by written notice to the Company and the Trustee, may declare 100% of the principal amount of Securities outstanding plus accrued and unpaid interest (including Additional Interest, Additional Payment and/or Extension Fee, as the case may be), if any, on all the Securities to be immediately due and payable. Upon such a declaration, such accelerated amount shall be due and payable immediately. If an Event of Default specified in Sections 6.01(ix) or 6.01(x) with respect to the Company occurs and is continuing, the principal amount of Securities outstanding plus accrued and unpaid interest on all the Notes then outstanding to Securities shall, automatically and without any action by the Trustee or any Holder, become and be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be immediately due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any HolderHolders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority 25% in aggregate principal amount of the Notes may, except with respect to Securities at the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration time outstanding by notice to the Trustee and the Company and without notice to any other Holder may rescind any declaration of acceleration if (a) the rescission would not conflict with is before any judgment or decree of a court of competent jurisdiction has been obtained and (b) if all existing Events of Default, other than the uncured non-payment Default have been cured except nonpayment of the principal of and amount or accrued but unpaid interest on (including Additional Interest, Additional Payment and/or Extension Fee, as the notes case may be), if any, that have become due solely by such declaration as a result of acceleration, have been cured or waived. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (harising under Section 6.1(6) or (i7) of Section 7.01 with respect to the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding may, by written notice to the Company and the Trustee, may declare 100% to be immediately due and payable the entire principal amount of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of accelerationplus premium, all principal if any, and accrued and but unpaid interest on to the Notes date of acceleration and (i) such amounts shall be become immediately due and payable immediatelyor (ii) if there are any amounts outstanding under or in respect of the 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 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 judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes 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. Upon No such rescission shall affect any subsequent Default or impair any right consequent there to. In case an Event of Default arising out of clause specified in Section 6.1 (h6) or (i7) of Section 7.01 (except with respect to any Significant Subsidiary)the Company occurs, the aggregate principal amount ofprincipal, premium, if any, and accrued and unpaid interest on, amount with respect to all of the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After any acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent theretoNotes.

Acceleration. If Subject to Section 10.03, if an Event of Default (other than an Event of Default specified in clause (hSection 6.01(6) or (i) of Section 7.01 with respect to the Company7)) occurs and is continuing, the Trustee may, by written notice Notice to the Company, Company or the Holders of at least 25% in principal amount aggregate Principal Amount of the Notes then Securities at the time outstanding may, by written notice to the Company and the Trustee, may declare 100% the Issue Price through the date of the principal of such declaration, and any accrued and unpaid contingent interest through the date of such declaration, on all the Notes then outstanding Securities to be immediately due and payable. Upon such a declaration of accelerationdeclaration, all principal such Issue Price, and such accrued and unpaid interest on the Notes (including contingent interest), if any, shall be due and payable immediately. Upon Subject to Section 10.03, if an Event of Default arising out of clause (hspecified in Section 6.01(6) or (i7) of Section 7.01 (except with respect to any Significant Subsidiary)occurs and is continuing, the aggregate principal amount ofIssue Price, and any accrued and unpaid interest oncontingent interest, on all the Notes Securities to the occurrence of such Event of Default shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderSecurityholders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount Principal Amount of the Notes maySecurities at the time outstanding, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, Default have been cured or waivedwaived except nonpayment of the Issue Price and any accrued and unpaid contingent interest that has become due solely as a result of acceleration and if all amounts due to the Trustee under Section 7.07 have been paid. No such rescission shall affect any subsequent default Event of Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (hSection 6.01(g) or (iSection 6.01(h) of Section 7.01 hereof with respect to the Parent Guarantor or the Company) occurs and is continuing, the Trustee mayor the Holders of at least [51]% in aggregate principal amount of the Notes then outstanding, by written notice to the Company, or the Holders of at least 25% in principal amount of the Notes then outstanding may, by written notice Issuers (and to the Company and Trustee if the Trusteenotice is given by the Holders), may declare 100% of the principal of and accrued and unpaid interest on all the Notes then outstanding to be immediately due and payable. Upon such a declaration of acceleration, all such principal and accrued interest shall become immediately due and unpaid payable. Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(g) or Section 6.01(h) hereof occurs with respect to the Parent Guarantor or the Company, the principal of and accrued interest on the Notes shall be then outstanding will become immediately due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the outstanding Notes may, except with respect by written notice to the uncured nonpayment of principal or interest or with respect Issuers and to the failure to pay and/or deliver the consideration due upon conversion, Trustee may waive all past Defaults and rescind and annul such a declaration of acceleration by notice to the Trustee if and its consequences if: (a) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by the declaration of acceleration, have been cured or waived, and (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Notwithstanding anything to the contrary herein, effective as of the Effective Date, any acceleration and its consequences resulting from any Event of Default specified in Section 6.01(g) or Section 6.01(h) hereof as a result of the filing on May 10, 2019 by the Parent Guarantor and certain of its Subsidiaries of voluntary petitions under Chapter 11 of the Bankruptcy Code shall be deemed to have been rescinded and annulled. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section 6.01(e) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled, without any action by the Trustee or the Holders, if the Event of Default or payment default triggering such Event of Default pursuant to Section 6.01(e) shall be remedied or cured, or rescinded or waived by the holders of the Debt, or the Debt that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (bii) all existing Events of Default, other than the uncured non-payment except nonpayment of the principal of and principal, premium or interest on the notes Notes that have become became due solely by such declaration because of accelerationthe acceleration of the Notes, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hf) or (ig) of Section 7.01 6.01 that occurs with respect to the CompanyCompany or any Subsidiary Guarantor) occurs and is continuingcontinuing under this Indenture, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding mayoutstanding, by written notice to the Company (and to the TrusteeTrustee if such notice is given by the Holders), may declare 100% of the principal of of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding to be immediately due and payable. Upon such a declaration of acceleration, all such principal of, premium, if any, and accrued interest shall be immediately due and unpaid payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (d) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (d) of Section 6.01 shall be remedied or cured by the Company, the relevant Subsidiary Guarantor or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (f) or (g) of Section 6.01 occurs with respect to the Company or any Subsidiary Guarantor, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After any Any time after such declaration of acceleration, but before a judgment or decree based on accelerationfor the payment of money due has been obtained by the Trustee, the Holders of at least a majority in aggregate principal amount of the outstanding Notes may, except with respect by written notice to the uncured nonpayment of principal or interest or with respect Company and to the failure to pay and/or deliver the consideration due upon conversionTrustee, may waive all past defaults and rescind and annul such a declaration of acceleration by notice to the Trustee and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses and disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes, (iii) the principal of and premium, if any, on any Notes that have become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Notes, and (iv) to the extent that payment for such interest is lawful, interest upon overdue interest, if any, at the rate prescribed therefor by such Notes, (b) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent theretojurisdiction.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (hf) or (ig) of Section 7.01 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) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount of the Notes then outstanding mayNotes may declare all the Notes to be due and payable immediately and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under either of the Senior Credit Agreements, shall become immediately due and payable upon the first to occur of an acceleration under either of the Senior Credit Agreements or five Business Days after receipt by written notice to the Company and the TrusteeRepresentative under the applicable Senior Credit Agreement of such Acceleration Notice but only if such Event of Default is then continuing. Notwithstanding the foregoing, declare 100% if an Event of Default specified in clause (f) or (g) of Section 6.01 hereof occurs with respect to the principal Company, any of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such its Significant Subsidiaries or any group of Subsidiaries that, taken as a declaration of accelerationwhole, would constitute a Significant Subsidiary, all principal and accrued and unpaid interest on the outstanding Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the then outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of DefaultDefault (except nonpayment of principal, other than the uncured non-payment of the principal of and interest on the notes or premium that have has become due solely by such declaration because of the acceleration, ) have been cured or waived. No If an Event of Default occurs on or after December 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 payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to December 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 such rescission date, then, upon acceleration of the Notes, an additional premium shall affect any subsequent default or impair any right consequent thereto.also become and be immediately due and payable in an amount, for each of the years beginning on December 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 the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 1997........................................ 113.167% 1998........................................ 111.521% 1999........................................ 109.875% 2000........................................ 108.229% 2001........................................ 106.583%

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in clause (h) or (i) of Section 7.01 6.01 with respect to the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding may, Securities by written notice in writing to the Company and may declare the Trustee, declare 100% of the unpaid principal of (and premium, if any) and accrued and unpaid interest to the date of acceleration on all the Notes then outstanding Securities to be due and payable immediately and, upon any such declaration, such principal amount (and premium, if any) and accrued interest, notwithstanding anything contained in this Indenture or the Securities to the contrary, will become immediately due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon If an Event of Default arising out of specified in clause (h) or (i) of Section 7.01 (except 6.01 with respect to any Significant Subsidiary)the Company occurs, the aggregate all unpaid principal amount of, of and accrued and unpaid interest on, the Notes on all outstanding Securities shall ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After any a declaration of acceleration, but before a judgment or decree based of the money due in respect of the Securities has been obtained, the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if all existing Events of Default (other than the nonpayment of principal of and interest on the Securities 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. No such rescission shall affect any subsequent Default or impair any right consequent thereto. No Holder will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless the Trustee (i) shall have failed to act for a period of 60 days after receiving written notice of a continuing Event of Default by such Holder and a request to act by Holders of at least 25% in aggregate principal amount at maturity of Securities outstanding, (ii) shall have been offered indemnity reasonably satisfactory to it and (iii) shall not have received from the Holders of a majority in aggregate principal amount at maturity of the Notes mayoutstanding Securities a direction inconsistent with such request. However, except with respect such limitations do not apply to the uncured nonpayment a suit instituted by a Holder of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee if (a) the rescission would not conflict with any judgment or decree Security for enforcement of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and or interest on such Security on or after the notes that have become due solely by such declaration date therefor (after giving effect to the grace period specified in clause (b) of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent theretothe first paragraph of this Article Six).

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(a)(10) or (i11) of Section 7.01 with respect to the CompanyIssuer) occurs and is continuing, the Trustee may, by written notice to the CompanyIssuer in writing, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding may, Debentures by written notice in writing to the Company and the TrusteeIssuer, may declare 100% of the principal of and accrued and but unpaid interest on all the Notes then outstanding Debentures to be due and payable. Upon such a declaration of accelerationdeclaration, all such principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon Notwithstanding the foregoing, if an Event of Default arising out of clause (hspecified in Section 6.01(a)(10) or (i11) of Section 7.01 (except with respect to any Significant Subsidiary)the Issuer occurs, the aggregate principal amount of, of and accrued and unpaid interest on, on all the Notes Debentures shall ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After Debentureholders. (b) At any acceleration, but before time after a judgment or decree based on accelerationdeclaration of acceleration with respect to the Debentures as described in Section 6.02(a), the Holders of a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, Debentures may rescind and annul cancel such acceleration by notice to the Trustee declaration and its consequences: (i) if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree; (bii) if all existing Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of and or interest on the notes that have has become due solely because of the acceleration; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, have has been cured or waivedpaid; and (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event (a) In the case of Default (other than an Event of Default specified in clause (h) 8) or (i9) of Section 7.01 6.01, with respect to Holdings, the CompanyIssuer, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or an Event of Default specified in clause (10) of Section 6.01 occurs, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount of the Notes then outstanding mayNotes may declare (an "ACCELERATION DECLARATION") all the Notes to be due and payable. Upon an acceleration declaration, by written notice to the Company and the Trustee, declare 100% of the aggregate principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without further action or notice (a) if there is no Indebtedness outstanding under any declaration Credit Facility at such time, immediately and (b) if otherwise, upon the earlier of (x) the final maturity (after giving effect to any applicable grace period or other act on extensions thereof) or an acceleration of any Indebtedness under any Credit Facility prior to the part express final stated maturity thereof and (y) five business days after the Representative under each Credit Facility receives the acceleration declaration, but, in the case of the Trustee or any Holder. After any this clause (b) only, if such Event of Default is then continuing; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the such outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, may rescind and annul such acceleration by notice acceleration: (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 non-payment of principal and interest that has become due solely because of this acceleration; (3) if the Issuer has paid to the Trustee its reasonable compensation and reimbursed the Trustee of its expenses, disbursements and advances; and (4) in the event of a cure or waiver of an Event of Default of the type set forth in Section 6.01(8) or (9), 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 right consequent thereto. In addition, in the event of an acceleration declaration because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (5) of Section 6.01, the acceleration declaration shall be automatically annulled if the holders of any Indebtedness described in clause (5) have rescinded the declaration of acceleration in respect of such Indebtedness and if (ax) the rescission annulment of the acceleration of the notes would not conflict with any judgment or decree of a court of competent jurisdiction and (by) all existing Events of Default, other than the uncured non-payment except nonpayment of the principal of and or interest on the notes that have become became due solely by such declaration because of accelerationthe acceleration of the notes, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(5) or (i6) in respect of Section 7.01 with respect to the Company) occurs and is continuing, the Trustee may, by written notice Notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Notes then Securities at the time outstanding may, by written notice to the Company and the Trustee, may declare 100% the Issue Price plus accrued Original Issue Discount through the date of the principal of declaration, and any accrued and unpaid interest (including semiannual and contingent interest) through the date of such declaration, on all the Notes then outstanding Securities to be immediately due and payable. Upon such a declaration of accelerationdeclaration, all principal such Issue Price plus accrued Original Issue Discount, and such accrued and unpaid interest on the Notes (including semiannual and contingent interest), if any, shall be due and payable immediately. Upon If an Event of Default arising out of clause (hspecified in Section 6.01(5) or (i6) in respect of Section 7.01 (except with respect to any Significant Subsidiary)the Company occurs and is continuing, the aggregate principal amount of, and Issue Price plus accrued Original Issue Discount plus accrued and unpaid interest on(including semiannual and contingent interest), if any, on all the Notes Securities shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderSecurityholders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount Principal Amount at Maturity of the Notes maySecurities at the time outstanding, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of Issue Price plus accrued Original Issue Discount plus accrued and unpaid interest on the notes that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 7.07 have been cured or waivedpaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (hSections ‎6.01(f) or (i‎6.01(g) of Section 7.01 with respect to the Company) occurs shall have occurred and is be continuing, the Trustee may, by written notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding may, by written notice to the Company Issuers and the Trustee, declare 100% of to be immediately due and payable the principal amount of all the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Sections ‎6.01(f) or ‎‎6.01(g) with respect to the Company occurs, the principal of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holderthe Holders of the Notes. After any such acceleration, but before a judgment or decree based on accelerationacceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee and the Issuers, rescind and annul any declaration of acceleration (i) if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree, (bii) if all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, Default have been cured or waivedwaived (other than nonpayment of principal, premium, or interest that has become due solely because of the acceleration), and (iii) there has been deposited with the Trustee a sum sufficient to pay all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel incurred in connection with the rescinded Event of Default. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an any Event of Default (other than an Event those of Default specified the type described in clause (hSection 6.01(x) or (ixi) of Section 7.01 with respect to the CompanyCompany or the Co-Issuer) occurs shall have occurred and is continuing, the Trustee may, by written notice to and the CompanyTrustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of the outstanding Notes then outstanding may, by written notice to the Company and the Trustee, declare 100% of the principal of and all the Notes, together with all accrued and unpaid interest on all the Notes then outstanding and premium, if any, to be due and payable by notice in writing to the Issuers and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable. Upon such a declaration In the case of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause specified in Section (hx) or (ixi) of Section 7.01 (except 6.01 hereof with respect to any Significant Subsidiary)the Company or the Co-Issuer, the aggregate principal such amount of, and accrued and unpaid interest on, with respect to all the Notes shall will become and be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Notes. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. At any Holder. After any accelerationtime after a declaration of acceleration with respect to the Notes, but before a judgment or decree based on accelerationacceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration then outstanding (by notice to the Trustee if Trustee) may rescind and cancel that declaration and its consequences if: (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and jurisdiction; (b) all existing Defaults and Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of and or interest on the notes Notes that have has become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent thereto.;

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hf) or (ig) of Section 7.01 6.01 that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes Securities of a Series then outstanding mayoutstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the TrusteeTrustee at the request of such Holders shall, declare 100% the principal of, premium, if any, and accrued interest on the Securities of the principal of and accrued and unpaid interest on all the Notes then outstanding Series to be immediately due and payable. Upon such a declaration of acceleration, all principal such principal, premium, if any, and accrued and unpaid interest on the Notes shall be immediately due and payable immediatelypayable. Upon In the event of a declaration of acceleration because an Event of Default arising out of set forth in clause (hd) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (d) shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (f) or (ig) of Section 7.01 (except 6.01 occurs with respect to any Significant Subsidiary)the Company, the aggregate principal amount of, premium, if any, and accrued and unpaid interest on, on the Notes Securities of the Series then outstanding shall ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After At any time after such a declaration of acceleration, but before a judgment or decree based on accelerationfor the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in aggregate principal amount of the Notes mayoutstanding Securities of the Series, except with respect by written notice to the uncured nonpayment of principal or interest or with respect Company and to the failure to pay and/or deliver the consideration due upon conversionTrustee, may waive all past Defaults and rescind and annul such declaration of acceleration by notice to the Trustee and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest, if any, on all Securities of the Series, (iii) the principal of and premium, if any, on any Securities of the Series that have become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Securities, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate prescribed therefor by such Securities, (b) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and accrued interest on the Securities of the Series that have become due solely by such declaration of acceleration, have been cured or waived and (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent theretojurisdiction.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in clause (h) 8) or (i9) of Section 7.01 6.01 with respect to the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount at maturity of the Notes then outstanding may, Securities by written notice in writing to the Company (and to the Trustee, Trustee if given by the Holders) may declare 100% of the principal of and accrued and unpaid interest on all the Notes then outstanding Default Amount to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately and, upon any such declaration, such Default Amount, notwithstanding anything contained in this Indenture or the Securities to the contrary, shall become immediately due and payable; provided, however, that so long as the Senior Credit Facility shall be in full force, if an Event of Default shall have occurred and be continuing (other than an Event of Default specified in clause (8) or (9) of Section 6.01 with respect to the Company), the Securities shall not become due and payable until the earlier to occur of (x) five Business Days following delivery of a written notice of such acceleration of the Securities to the agent under the Senior Credit Facility and (y) the acceleration (ipso facto or otherwise) of any Indebtedness under the Senior Credit Facility. If an Event of Default specified in clause (8) or (9) of Section 6.01 with respect to the Company occurs, the Default Amount shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. After any a declaration of acceleration, but before a judgment or decree based on accelerationof the money due in respect of the Securities has been obtained, the Holders of not less than a majority in aggregate principal amount at maturity of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration Securities then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if all existing Events of Default (aother than the nonpayment of principal of and interest on the Securities 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 of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waiveddecree. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(3) or (i) of Section 7.01 with respect to the Company4)) occurs and is continuing, unless the Principal Amount of all the Securities shall have already become due and payable, either the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount of the Notes then Securities at the time outstanding may, by written notice to the Company and the Trustee, may declare 100% of the principal of Issue Price and accrued and unpaid interest Original Issue Discount through the date of declaration on all the Notes then outstanding Securities to be immediately due and payable. Upon , whereupon such a declaration of acceleration, all principal Issue Price and accrued and unpaid interest on the Notes Original Issue Discount shall be due and payable immediately. Upon ; PROVIDED that, if an Event of Default arising out of clause (hspecified in Section 6.01(3) or (i4) of Section 7.01 (except with respect to any Significant Subsidiary)occurs and is continuing, the aggregate principal amount of, Issue Price and accrued and unpaid interest on, Original Issue Discount on all the Notes Securities through the date of the occurrence of such Event of Default shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderSecurityholders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount Principal Amount of the Notes maySecurities at the time outstanding, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of Issue Price and interest on the notes accrued Original Issue Discount that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 7.06 have been cured or waivedpaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (h) Section or (i) of Section 7.01 with respect to the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then at the time outstanding may, by written notice to the Company and the Trustee, may declare 100% of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payablepayable at their principal amount together with accrued interest (including Liquidated Damages, if any). Upon such a declaration of acceleration, all such principal and accrued and unpaid interest on to the Notes date of payment shall be immediately due and payable immediatelypayable. Upon If an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect is cured prior to any Significant Subsidiary)such declaration by the Trustee or the Holders, the aggregate Trustee and the Holders shall not be entitled to declare the Notes due and payable as provided herein as a result of such cured Event of Default and any such cured Event of Default shall be deemed waived by the Holders and the Trustee. If an Event of Default specified in Sections or above occurs and is continuing, then the principal amount ofand the accrued interest (including Liquidated Damages, and accrued and unpaid interest on, if any) on all the Notes shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderNoteholders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the Notes mayat the time outstanding, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee (and without notice to any other Noteholder) may rescind or annul an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of and any accrued cash interest on the notes (including Liquidated Damages, if any) that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under have been cured or waivedpaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 8.1(i) or (iSection 8.1(j) of Section 7.01 with respect to the Company) occurs and is continuingcontinuing (including an Event of Default specified in Section 8.1(i) or Section 8.1(j) with respect to one or more Significant Subsidiaries), the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then at the time outstanding may, by written notice to the Company and the Trustee, may declare 100% of the principal of (including any principal on account of PIK Interest), and accrued and unpaid interest on (including any accrued PIK Interest) and Additional Interest, if any, on, all the Notes then outstanding to be immediately due and payable. Upon such a declaration of accelerationdeclaration, all principal and accrued and unpaid interest on the Notes such accelerated amount shall be due and payable immediately. Upon If an Event of Default arising out of clause (hspecified in Section 8.1(i) or (iSection 8.1(j) of Section 7.01 (except occurs with respect to any Significant Subsidiary)the Company and is continuing, the aggregate principal amount ofof (including any principal on account of PIK Interest), and accrued and unpaid interest and Additional Interest, if any, (including any accrued PIK Interest) on, all the Notes shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderHolders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the Notes mayat the time outstanding, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee (and without notice to any other Holder) may rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of of, premium, if any, or any accrued and unpaid interest on the notes and Additional Interest, if any, that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 9.7 have been cured or waivedpaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hg) or (ih) of Section 7.01 6.01 that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount at maturity of the Notes then outstanding mayoutstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the TrusteeTrustee at the request of the Holders shall, declare 100% of the principal of amount of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding to be immediately due and payable. Upon such a declaration of acceleration, all such principal amount, premium, if any, and accrued interest shall be immediately due and unpaid payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Company and/or the relevant Significant Subsidiary or waived by the holders of the relevant and such rescission and annulment would not conflict with any judgement or decree of a court of competent jurisdiction Indebtedness within 60 days after the declaration of acceleration with respect thereto and such rescission and annulment would not conflict with any judgement or decree of a court of competent jurisdiction. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal amount of, premium, if any, and accrued interest on the Notes then outstanding shall ipso facto become and be immediately due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After At any time after such a declaration of acceleration, but before a judgment or decree based on accelerationfor the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in aggregate principal amount at maturity of the outstanding Notes may, except with respect by written 154 54 notice to the uncured nonpayment of principal or interest or with respect Company and to the failure to pay and/or deliver the consideration due upon conversion, Trustee may waive all past Defaults and rescind and annul such declaration of acceleration by notice to the Trustee and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes, (iii) the principal of and premium, if any, on any Notes that have become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Notes, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest, if any, at the rate prescribed therefor by such Notes, (b) all existing Events of Default, other than the non-payment of the principal amount of, premium, if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent theretojurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified described in clause (hSection 6.01(7) or (i) of Section 7.01 8) with respect to the Company) occurs shall have occurred and is be continuing, then the Trustee may, by written notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding may, may by written notice to the Company declare to be immediately due and payable the Trustee, declare 100% entire principal amount of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and plus accrued and but unpaid interest on to the Notes date of acceleration and such amounts shall be become immediately due and payable immediatelyor 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. Upon No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default arising out of clause (hdescribed in Section 6.01(7) or (i) of Section 7.01 (except 8) with respect to any Significant Subsidiary)the Company shall occur, the aggregate principal and interest amount of, and accrued and unpaid interest on, with respect to all of the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After any acceleration, but before a judgment or decree based on acceleration, the Holders of a majority the Notes. In the case of any Event of 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 pursuant to Section 6 of the Notes, an equivalent premium shall, upon the amounts referred to in aggregate principal amount the immediately preceding paragraph becoming due and payable, also become and be immediately due and payable to the extent permitted by law, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of 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 mayprior to February 1, except with respect 2004, pursuant to Section 6 of the Notes, then the premium payable for purposes of this paragraph shall be equal to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest rate per annum then being paid on the notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent theretoNotes.

Acceleration. If an Event of Default (other than an Event of Default specified in clause with respect to clauses (h) or (i) of Section 7.01 with respect to the Company) 6.01 occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount at maturity of the Notes then outstanding may, Securities by written notice to the Company Issuers and the TrusteeTrustee (if the notice is given by the holders) may declare the Accreted Value of, declare 100% of the principal of and accrued and unpaid interest interest, if any, on all the Notes then outstanding Securities to be due and payable. Upon such a declaration of accelerationdeclaration, all principal such Accreted Value and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon If an Event of Default arising out of clause with respect to the Securities pursuant to clauses (h) or and (i) of Section 7.01 6.01 (except with respect to any Significant Subsidiary)together, the aggregate principal amount "bankruptcy provision") occurs, the Accreted Value of, and accrued and unpaid interest on, the Notes shall such Securities will become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holderholders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a special majority of 60% in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration outstanding Securities by notice to the Trustee may rescind an acceleration and its consequences if (ai) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree, (bii) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, Default have been cured or waivedwaived except nonpayment of principal or interest that has become due solely because of acceleration and (iii) all amounts due to the Trustee under Section 7.07 have been paid. No such rescission shall affect any subsequent default Default or Event of Default or impair any right consequent thereto. Upon any such acceleration, Securityholders holding a majority and principal amount at maturity of the Securities shall have the right under the Security Documents to vote to cause the Trustee to direct the Collateral Agent to act thereunder. Except as directed by the Securityholders, the Trustee shall have no responsibility before or after an Event of Default to foreclose or take any other action with respect to the Collateral or the Security Documents.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(7) or (i) of Section 7.01 with respect to the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes Securities then outstanding may, by written notice to the Company and the Trustee, declare 100% may, and the Trustee at the written request of the Holders shall, declare all amounts owing under the Securities to be due and payable immediately. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on all the Notes then outstanding to be Securities shall immediately become due and payable. Upon such In the event of a declaration of acceleration, all principal and accrued and unpaid interest on acceleration of the Notes shall be due and payable immediately. Upon Securities because an Event of Default arising out described in Section 6.01(5) has occurred and is continuing, the declaration of clause (hacceleration of the Securities shall be automatically annulled if the default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or (i) cured by the Company or a Restricted Subsidiary or waived by the holders of Section 7.01 (except the relevant Indebtedness within 30 days after the declaration of acceleration with respect to thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any Significant Subsidiary)judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived. If an Event of Default described in Section 6.01(7) occurs and is continuing, the aggregate principal amount ofprincipal, premium, if any, and accrued and unpaid interest oninterest, if any, on all the Notes shall Securities will become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderHolders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the Notes may, outstanding Securities may waive all past defaults (except with respect to the uncured nonpayment of principal principal, premium or interest or interest) and rescind any such acceleration with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind Securities and annul such acceleration by notice to the Trustee its consequences if (a1) the such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b2) all existing Events of Default, other than the uncured non-payment nonpayment of the principal of principal, premium, if any, and interest on the notes Securities that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default with respect to the Company specified in clause (h7) or (i) 8) of Section 7.01 with respect to the Company11.1) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 2533% in aggregate principal amount of the Notes Securities then outstanding may, by written notice to the Company and the Trustee, declare 100% of the all unpaid principal of plus interest (including Contingent Interest, if any, and Additional Interest, if any) accrued and unpaid interest 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 become and be immediately due and payable. Upon such a declaration If an Event of accelerationDefault with respect to the Company specified in clause (7) or (8) of Section 11.1 occurs, all unpaid principal and of plus accrued and unpaid interest (including Contingent Interest, if any, and Additional Interest, if any) on all the Notes Securities then outstanding shall ipso facto become and be immediately due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration Securities then outstanding by notice to the Trustee may rescind an acceleration of Securities and its consequences before a judgment or decree for the payment of money has been obtained by the Trustee if (a) the rescission would not conflict with any judgment existing order or decree of a court of competent jurisdiction and decree, (b) all existing Events of Default, other than the uncured non-payment nonpayment of the principal of plus accrued and unpaid interest on the notes Securities that have has become due solely by such declaration of acceleration, have been cured or waivedwaived and (c) all payments due to the Trustee and any predecessor Trustee under Section 12.6 have been made. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. (a) If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(a)(7) or (i6.01(8) of Section 7.01 hereof with respect to the CompanyParent) occurs shall have occurred and is be continuing, either the Trustee may, by written notice to the Company, or the Holders of at least 2530% in of the outstanding principal amount of the Notes may declare to be immediately due and payable the principal amount of all such Notes then outstanding mayoutstanding, by written notice plus accrued but unpaid interest to the Company and date of acceleration. Upon the Trusteeeffectiveness of such a declaration, declare 100% of the principal of and such principal, premium, accrued and unpaid interest on all the Notes then outstanding to be due interest, and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes other monetary obligations shall be due and payable immediately. Upon If an Event of Default arising out of clause (hspecified in Section 6.01(a)(7) or (i6.01(a)(8) of Section 7.01 (except hereof with respect to any Significant Subsidiary)the Parent shall occur, the aggregate principal amount of, and accrued and unpaid interest on, such amounts with respect to all the Notes shall become and be automatically due and payable immediately without any declaration or other act further action or notice on the part of the Trustee or any Holder. After any such acceleration, but before a judgment or decree based on accelerationacceleration is obtained by the applicable person, the registered Holders of a majority in aggregate principal amount of the outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul may cancel such acceleration by notice to the Trustee if (ai) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (bii) if all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, Default have been cured or waivedwaived except nonpayment of principal, that has become due solely because of the acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereto. (b) Any notice of Default, notice of a continuing Event of Default, notice of and declaration of acceleration or instruction to the Trustee to provide a notice of Default, notice of a continuing Event of Default, notice of declaration of acceleration or instruction to take any other action relating to a Default or Event of Default other than a payment default or a bankruptcy or insolvency default as described in this Indenture (a “Noteholder Direction”) with respect to the Notes provided to the Trustee by any one or more Holders (other than a Regulated Bank) (each, a “Directing Holder”) shall be accompanied by a separate written representation from each such Holder delivered to the Issuer and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by Beneficial Owners that have represented to the Issuer and the Trustee that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default, shall be deemed a continuing representation until the resulting Default or Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder shall be deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such ▇▇▇▇▇▇’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the Beneficial Owner of the Notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. In no event shall the Trustee have any liability or obligation to ascertain, monitor or inquire as to whether any Holder is Net Short and/or whether such Holder has delivered any Position Representation, Verification Covenant, Noteholder Direction, or any related certifications under this Indenture or in connection with the Notes or if any such Position Representation, Verification Covenant, Noteholder Direction, or any related certifications comply with this Indenture, the Notes, or any other document. It is understood and agreed that the Issuer and the Trustee shall be entitled to conclusively rely on each representation, deemed representation and certification made by, and covenant of, each Beneficial Owner provided for in this or the preceding paragraph. Notwithstanding any other provision of this Indenture, the Notes or any other document, the provisions of this paragraph shall apply and survive with respect to each Beneficial Owner notwithstanding that any such Person may have ceased to be a Beneficial Owner, this Indenture may have been terminated or the Notes may have been redeemed in full. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Issuer has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default, Event of Default or acceleration (or notice thereof) that resulted from the applicable Noteholder Direction, the cure period with respect to such Default or Event of Default shall be automatically stayed and the cure period with respect to such Default or Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant as determined by a final and non-appealable court of competent jurisdiction on such matter, the cure period with respect to such Default or Event of Default shall be automatically stayed and the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation as confirmed by a final and non-appealable determination of a court of competent jurisdiction on such matter shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any indemnity such Directing Holder may have offered the Trustee), with the effect that such Default or Event of Default shall be deemed never to have occurred, acceleration shall be voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraphs. For the avoidance of doubt, the preceding paragraphs shall not apply to any Holder that is a Regulated Bank. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability or responsibility to the Issuer, any Holder or any other Person in connection with any Noteholder Direction or to determine whether or not any Holder has delivered any Position Representation, Verification Covenant, Noteholder Direction or any related certification or that such Position Representation, Verification Covenant, Noteholder Direction or any related certification conforms with this Indenture or any other agreement. With their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Issuer in accordance with the terms of this Indenture. Each Holder and subsequent purchaser of the Notes waives any and all claims, in law and/or in equity, against the Trustee and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with its rights and powers under Article 6 or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Issuer hereby waives any and all claims, in law and/or in equity, against the Trustee, and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for, any action that the Trustee takes in accordance with its rights and powers under this Article 6, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. For the avoidance of doubt, the Trustee will treat all Holders equally with respect to their rights described under this Article 6. In connection with the requisite percentages required under this Article 6, the Trustee shall also treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been obtained with respect to the initial delivery of the Noteholder Direction. The Issuer hereby confirms that any and all other actions that the Trustee takes or omits to take under the provisions of this Indenture relating to any Noteholder Direction and Position Representation and all fees, costs expenses of the Trustee and its agents and counsel arising hereunder and in connection herewith shall be covered by the Issuer’s indemnifications under this Indenture.

Acceleration. If an Event of Default with respect to the Securities (other than an Event of Default specified in clause (hvi) or (ivii) of Section 7.01 6.01 with respect to the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount at maturity of the Notes then outstanding may, Securities by written notice in writing to the Company (and to the Trustee, Trustee if given by the Holders) may declare 100% of the principal of and accrued and unpaid interest Default Amount on all the Notes then outstanding Securities to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately and, upon any such declaration, such Accreted Value or principal (and premium, if any) and accrued interest, if any, notwithstanding anything contained in this Indenture or the Securities to the contrary, shall become immediately due and payable. If an Event of Default specified in clause (vi) and (vii) of Section 6.01 with respect to the Company occurs and is continuing, then the Default Amount on all 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. 50 After any a declaration of acceleration, but before a judgment or decree based on accelerationof the money due in respect of the Securities has been obtained, the Holders of not less than a majority in aggregate principal amount at maturity of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration Securities then outstanding by written notice to the Trustee may annul an acceleration and its consequences if all existing Events of Default (aother than the nonpayment of Accreted Value or principal of and interest, if any, on the Securities which has become due solely by virtue of such acceleration) have been cured or waived and if the rescission annulment would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waiveddecree. No such rescission annulment shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 7.01 with respect to the CompanyCompany resulting from subclause (7) occurs or (8) above), shall have occurred and is continuingbe continuing under the Indenture, the Trustee may, by written notice to the Company, or the Holders of at least 25% 25 percent in principal amount of the Notes Securities of the applicable Series then outstanding may, by written notice to the Company and the Trustee, may declare 100% all Securities of the principal of and accrued and unpaid interest on all the Notes then outstanding such Series to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon such declaration of acceleration, the amounts due and payable on the Securities of such Series will be due and payable immediately. If an Event of Default arising out of clause with respect to the Company specified in subclause (h7) or (i) 8) above occurs, all amounts due and payable on the Securities of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall such Series will ipso facto become and be immediately due and payable immediately without any declaration declaration, notice or other act on the part of the Trustee and the Company or any Holder. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the Notes may, except Securities of such Series then outstanding by written notice to the Trustee and the Company may waive any Default or Event of Default (other than any Default or Event of Default in payment of principal or interest) with respect to such Series of Securities under the uncured Indenture. Holders of a majority in principal amount of the then outstanding Securities of such Series may rescind an acceleration with respect to such Series and its consequence (except an acceleration due to nonpayment of principal or interest or with respect to on the failure to pay and/or deliver the consideration due upon conversion, rescind and annul Securities of such acceleration by notice to the Trustee Series) if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, Default have been cured or waived. No such rescission shall extend to or shall affect any subsequent default Event of Default, or shall impair any right or power consequent theretothereon.

Acceleration. If an Event of Default (other than an Event of ------------ Default specified in clause (hg) or (ih) of Section 7.01 6.01 that occurs with respect to the Company) occurs and is continuingcontinuing under this Indenture, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding mayoutstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the TrusteeTrustee at the request of such Holders shall, declare 100% of the principal of Accreted Value of, premium, if any, and accrued and unpaid interest on all the Notes then outstanding to be immediately due and payable. Upon such a declaration of acceleration, all principal such Accreted Value, premium, if any, and accrued interest shall be immediately due and unpaid payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the Accreted Value of, premium, if any, and accrued interest on the Notes then outstanding shall ipso facto become and be immediately due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After At any time after such declaration of acceleration, but before a judgment or decree based on accelerationfor the payment of the money due has been obtained by the Trustee, the Holders of at least a majority in aggregate principal amount of the outstanding Notes may, except with respect by written notice to the uncured nonpayment of principal or interest or with respect Company and to the failure to pay and/or deliver the consideration due upon conversionTrustee, may waive all past Defaults and rescind and annul such a declaration of acceleration by notice to the Trustee and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes, (iii) the Accreted Value of and premium, if any, on any Notes that have become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Notes, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest, if any, at the rate prescribed therefor by such Notes, (b) all existing Events of Default, other than the non-payment of the Accreted Value of, premium, if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent theretojurisdiction.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(5) or (i6) of Section 7.01 with respect to the CompanyIssuer) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount Principal Amount of the Notes then outstanding maySecurities, by written notice to the Company and Issuer, may declare the Trustee, declare 100% of the principal Issue Price of and accrued and but unpaid interest and accrued Contingent Interest, if any, to the date of declaration on all the Notes then outstanding Securities to be immediately due and payable. Upon such a declaration of accelerationdeclaration, all principal such Issue Price and accrued and but unpaid interest on the Notes and accrued Contingent Interest, if any, shall be due and payable immediately. Upon If an Event of Default arising out of clause (hspecified in Section 6.01(5) or (i6) of Section 7.01 (except with respect to any Significant Subsidiary)occurs, the aggregate principal amount of, Issue Price of and accrued and but unpaid interest onand accrued Contingent Interest, if any, to the Notes occurrence of such event on all such series of Securities shall ipso facto become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount Principal Amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration Securities by notice to the Trustee may rescind an acceleration of the Securities and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, Default have been cured or waivedwaived with respect to the Securities except nonpayment of the Issue Price or accrued but unpaid interest or accrued Contingent Interest, if any, that has become due solely because of acceleration. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause with respect to clauses (h) or (i) of Section 7.01 with respect to the Company6.01) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount at maturity of the Notes then outstanding may, Securities by written notice to the Company Issuers and the TrusteeTrustee (if the notice is given by the holders) may declare the Accreted Value of, declare 100% of the principal of and accrued and unpaid interest interest, if any, on all the Notes then outstanding Securities to be due and payable. Upon such a declaration of accelerationdeclaration, all principal such Accreted Value and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon If an Event of Default arising out of clause with respect to the Securities pursuant to clauses (h) or and (i) of Section 7.01 6.01 (except with respect to any Significant Subsidiary)together, the aggregate principal amount "bankruptcy provision") occurs, the Accreted Value of, and accrued and unpaid interest on, the Notes shall such Securities will become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any Holderholders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a special majority of 60% in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration outstanding Securities by notice to the Trustee may rescind an acceleration and its consequences if (ai) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree, (bii) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, Default have been cured or waivedwaived except nonpayment of principal or interest that has become due solely because of acceleration and (iii) all amounts due to the Trustee under Section 7.07 have been paid. No such rescission shall affect any subsequent default Default or Event of Default or impair any right consequent thereto. Upon any such acceleration, Securityholders holding a majority principal amount at maturity of the Securities shall have the right under the Security Documents to vote to cause the Trustee to direct the Collateral Agent to act thereunder. Except as directed by the Securityholders, the Trustee shall have no responsibility before or after an Event of Default to foreclose or take any other action with respect to the Collateral or the Security Documents.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 7.01 with respect to the Company) occurs and is continuingcontinuing and is known to the Trustee, the Trustee may, by written notice to the CompanyIssuers, or the Holders of at least 25% in principal amount of the Notes then outstanding mayNotes, by written notice to the Company Issuers and the Trustee, may declare 100% of the principal of of, and accrued and unpaid interest on interest, if any, on, all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon any such declaration, the principal of the Notes shall become due and payable immediately, together with all accrued and unpaid interest thereon. Notwithstanding the preceding, if an Event of Default arising out of clause (hspecified in Section 6.01(a)(ix) or (ix) of Section 7.01 (except occurs with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary)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 aggregate principal amount of, and accrued and unpaid interest oninterest, the if any, on all outstanding Notes shall become and be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice, together with all accrued and unpaid interest thereon. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the then outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if (ai) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree; (bii) all existing Events of DefaultDefault (except with respect to nonpayment of principal, other than the uncured non-payment of the principal of and interest on the notes or premium, if any, that have become due solely because of the acceleration) have been cured or waived; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due other than by such declaration of acceleration, has been paid; and (iv) the Issuers have been cured or waivedpaid the Trustee its compensation and reimbursed the Trustee for its expenses, disbursements and advances. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 6.01(h) or (i) of Section 7.01 with respect to the Company6.01(i)) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then at the time outstanding may, by written notice to the Company and the Trustee, may declare 100% of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payablepayable at their principal amount together with accrued interest (including Liquidated Damages, if any). Upon such a declaration of acceleration, all such principal and accrued and unpaid interest on to the Notes date of payment shall be immediately due and payable immediatelypayable. Upon If an Event of Default arising out is cured prior to any such declaration by the Trustee or the Holders, the Trustee and the Holders shall not be entitled to declare the Notes due and payable as provided herein as a result of clause (hsuch cured Event of Default and any such cured Event of Default shall be deemed waived by the Holders and the Trustee. If an Event of Default specified in Sections 6.01(h) or 6.01(i) above occurs and is continuing, then the principal and the accrued interest (iincluding Liquidated Damages, if any) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, on all the Notes shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderNoteholders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the Notes mayat the time outstanding, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee (and without notice to any other Noteholder) may rescind or annul an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of and any accrued cash interest on the notes (including Liquidated Damages, if any) that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 7.06 have been cured or waivedpaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default with respect to the Notes (other than an Event of Default specified in clause (hSections 6.01(g) or (i6.01(h) of Section 7.01 with respect to the CompanyIssuer) occurs shall have occurred and is be continuing, the Trustee may(at the written direction of, by written notice to and as indemnified by, the Company, or the registered Holders of at least not less than 25% in aggregate principal amount of Notes) or the registered Holders of not less than 25% in aggregate principal amount of Notes then outstanding may, by written notice to the Company Issuer and the Trustee, declare 100% to be immediately due and payable the principal amount of all the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Sections 6.01(g) or 6.01(h) with respect to the Issuer occurs, the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the Notes shall become and be due and payable immediately without any declaration or other act on the part of by the Trustee or any Holderthe Holder of the Notes. After any acceleration, such acceleration but before a judgment or decree based on accelerationacceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee and the Issuer, rescind and annul any declaration of acceleration (i) if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and decree, (bii) if all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, Default have been cured or waivedwaived (other than nonpayment of principal, premium, or interest that has become due solely because of the acceleration), and (iii) there has been deposited with the Trustee a sum sufficient to pay all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel incurred in connection with the rescinded Event of Default. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If The rights and remedies of the Issuers, the Trustees and the Holder s upon an Event of Default (other than are subject to applicable laws, including, but not limited to, Gaming Laws. In the case of an Event of Default specified in clause (hj) or (ik) of Section 7.01 6.01 hereof, with respect to the Company) Premier or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Premier that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount of the Notes then outstanding may, by written notice to the Company and the Trustee, Notes may declare 100% of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest onsuch declaration, the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holderimmediately. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the then outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of DefaultDefault (except nonpayment of principal, other than the uncured non-payment of the principal of and interest on the notes or premium or Liquidated Damages, if any, that have has become due solely by such declaration because of the acceleration, ) have been cured or waived. No The Trustee may withhold from the Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages. Notwithstanding the foregoing, the Trustee shall have no obligation to accelerate the Notes at the request or direction or any Holders of Notes unless such rescission holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs on or after February 1, 2008 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 to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall affect 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 prior to February 1, 2008 by reason of any subsequent default willful action (or impair any right consequent thereto.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 date, then, upon acceleration of the Notes, an additional premium shall also become due and be immediately due and payable in an amount, for each of the 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 the provisions of this sentence:

Acceleration. If an Event of Default (other than an Event of Default specified in clause (harising under Section 6.01(6) or (i7) of Section 7.01 with respect to the Company) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding may, may by written notice to the Company and the Trustee, Trustee declare 100% to be immediately due and payable the entire principal amount of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and plus accrued and but unpaid interest on to the Notes date of acceleration and (i) such amounts shall be become immediately due and payable immediatelyor (ii) if there are any amounts outstanding under or in respect of the New Credit Facility, such amounts shall become due and payable upon the first to occur of an acceleration of amounts under or in respect of the New 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 judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration and its consequences if all existing Events of Default, other than the nonpayment of accelerated principal, premium 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. Upon No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default arising out of clause (hspecified in Section 6.01(6) or (i7) of Section 7.01 (except with respect to any Significant Subsidiary)the Company occurs, the aggregate principal amount ofsuch principal, premium, if any, and accrued and unpaid interest on, amount with respect to all of the Notes shall become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. After any acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent theretoNotes.

Acceleration. If an any Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 7.01 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) occurs and is continuing, the Trustee may, by written notice to the Company, or the Holders of at least 25% in principal amount of the Notes then outstanding may, by written notice to the Company and the Trustee, Notes may declare 100% of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately; provided, however, that until the Credit Agreement has been paid in full in cash, no principal or accrued interest under the Notes shall become due and payable until the earlier of (a) the date on which the Indebtedness under the Credit Agreement shall been declared, or shall become or be, due and payable or (b) the day that is five Business Days after the date on which the agent(s) under the Credit Agreement is given written notice in accordance with the provisions of the Credit Agreement of such declaration of acceleration of the Notes. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default arising out of specified in clause (h) or (i) of Section 7.01 (except 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary), the aggregate principal amount of, and accrued and unpaid interest on, the all outstanding Notes shall become and be due and payable immediately without any declaration further action or other act on the part of the Trustee or any Holdernotice. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the then outstanding Notes may, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. 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 (f) of Section 6.01 hereof, the declaration of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (f) of Section 6.01 hereof have rescinded the declaration of acceleration in respect of the Indebtedness and if (ai) the rescission annulment of the acceleration of Notes would not conflict with any judgment or decree of a court of competent jurisdiction jurisdiction; and (bii) all existing Events of Default, other than the uncured non-payment except nonpayment of the principal of and or interest on the notes Notes that have become became due solely by such declaration because of accelerationthe acceleration of the Notes, have been cured or waived. No If an Event of Default occurs on or after , 2007 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 been required to pay if the Company then had elected to redeem the Notes pursuant to Section 3.01 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 the Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to , 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such rescission date, then, upon acceleration of the Notes, an additional premium shall affect any subsequent default or impair any right consequent thereto.also become and be immediately due and payable in an amount, for each of the years beginning on 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 the provisions of this sentence):

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hSection 6.1(7) or (i) of Section 7.01 8) with respect to the Company) occurs and is continuingcontinuing (the Event of Default not having been cured or waived as provided in this Article 6), the Trustee may, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then Securities at the time outstanding may, by written notice to the Company and the Trustee, may declare 100% of the principal of and amount plus accrued and unpaid interest interest, including Additional Amounts, if any, on all the Notes then outstanding Securities to be immediately due and payable. Upon such a declaration of accelerationdeclaration, all principal and accrued and unpaid interest on the Notes such accelerated amount shall be due and payable immediately. Upon If an Event of Default arising out of clause (hspecified in Section 6.1(7) or (i) of Section 7.01 8) occurs (except with respect to any Significant Subsidiary)the Company) and is continuing, the aggregate principal amount of, and plus accrued and unpaid interest oninterest, including Additional Amounts, if any, on all the Notes Securities shall become and be immediately due and payable immediately without any declaration or other act on the part of the Trustee or any HolderSecurityholders. After any acceleration, but before a judgment or decree based on acceleration, the The Holders of a majority in aggregate principal amount of the Notes maySecurities at the time outstanding, except with respect to the uncured nonpayment of principal or interest or with respect to the failure to pay and/or deliver the consideration due upon conversion, rescind and annul such acceleration by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if (a) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) if all existing Events of Default, other than the uncured non-payment Default have been cured or waived except nonpayment of the principal of amount plus accrued and interest on the notes unpaid interest, including Additional Amounts, if any, that have become due solely by such declaration as a result of acceleration, acceleration and if all amounts due to the Trustee under Section 7.7 have been cured or waivedpaid. No such rescission shall affect any subsequent default Default or impair any right consequent thereto.

Acceleration. If an Event of Default (other than an Event of Default specified in clause (hv) or (ivi) of Section 7.01 5.01 hereof with respect to the Company) occurs and is continuing, the Trustee may, may by written notice to the Company, or the Holders of at least 25% in principal -37- amount of the Notes then outstanding Securities may, by written notice to the Company and the Trustee, and the Trustee shall, upon the request of such Holders, declare 100% of the principal of and accrued and unpaid interest on all the Notes then outstanding to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest on the Notes shall be due and payable immediately. Upon an Event of Default arising out of clause (h) or (i) of Section 7.01 (except with respect to any Significant Subsidiary), the aggregate principal amount of, and premium, if any, on, accrued and 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 Notes same shall become and be immediately due and payable. If an Event of Default specified in clause (v) or (vi) of Section 5.01 hereof with respect to the Company occurs, the principal of, premium, if any, on, accrued and unpaid interest on, and Liquidated Damages, if any, on all Securities then outstanding shall ipso facto become and be immediately due and payable immediately without any declaration declaration, notice or other act on the part of the Trustee or any Holder. After At any acceleration, but time after such a declaration of acceleration with respect to the Securities has been made and before a judgment or decree based on accelerationfor payment of the money due has been obtained by the Trustee as hereinafter in this Article V, the Holders of a majority in aggregate principal amount of the Notes mayoutstanding Securities, except with respect by written notice to the uncured nonpayment of principal or interest or with respect to Company and the failure to pay and/or deliver the consideration due upon conversionTrustee, may rescind and annul such acceleration and its consequences if: (i) all existing Events of Default, other than the non-payment of the principal of the Securities which has become due solely by notice such declaration of acceleration, have been cured or waived; (ii) to the Trustee if 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 (aiii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, other than the uncured non-payment of the principal of and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission shall affect any subsequent default or impair any right consequent theretojurisdiction.